This article originally ran on December 4th, 2015. We're bringing this one back to celebrate the 36th anniversary of the release of The Empire Strikes Back.
For a complete list of annotations on Leigh Brackett's rough draft of Star Wars: The Empire Strikes Back, go to Page 2.
If you're a regular Den of Geek reader or even if you're just a casual sci-fi movie fan, I don't have to really tell you that The Empire Strikes Back is a masterpiece of blockbuster cinema. It's already embedded in most of your brains that this much darker 1980 sequel to George Lucas' original blockbuster is the standard by which we measure most other big screen space adventures. But before it was the magnum opus from Lucas, director Irvin Kershner, and writers Lawrence Kasdan and Leigh Brackett, the spark that would become The Empire Strikes Back floated in the nothingness of space, waiting for its big bang.
The story goes that Lucas didn't really have a plot for "Star Wars II," but only some general ideas. By the time Star Wars premiered in May 1977, the saga's sequel could have gone in one of two ways: the low-budget or blockbuster route. Although we got the latter, thanks to Star Wars' massive worldwide success, there was in fact already a plan in place in case the film wasn't a huge hit. Lucas hired Alan Dean Foster, who ghost-wrote From the Adventures of Luke Skywalker, the novelization of the first film, to write the low-budget sequel. That eventually became the first Expanded Universe novel in the franchise's history, Splinter of the Mind's Eye, which sees Luke and Leia crash on a jungle planet and face off with Darth Vader in a race against time to find a mysterious gem called the Kaiburr crystal.
But since Star Wars was such a huge success, Lucas had a much bigger problem on his hands. He had to follow up his beloved blockbuster with an even better sequel, which, in the days between 1977 and 1980, was highly anticipated to say the least. It cannot be downplayed that while he was planning Star Wars II, Lucas was also busy building his very own empire—Lucasfilm, not to mention continuing to foster innovation at Industrial Light & Magic. And as J.W. Rinzler's The Making of Star Wars: The Empire Strikes Back points out, Lucas planned to finance his sequel out of pocket, in order to keep 20th Century Fox from tinkering with the film. So it makes a lot of sense that Lucas decided to step away from writing and directing Star Wars II.
While you probably know that Lucas turned to Irvin Kershner, one of his former USC professors, to direct the movie, it's possible that you haven't heard of the film's first scribe at all. Because, well, through the years, space opera writer Leigh Brackett's contributions to The Empire Strikes Back have been a bit downplayed and overshadowed by Kasdan's much bigger star. But Brackett, who Lucas first met through a friend during his search for a screenwriter, was vital to the creative process of Empire, especially in its pivotal early days.
So why might you not have heard of her? Perhaps Brackett isn't a household name today because her contributions to the film came to a tragic end when she died of cancer in March 1978, only weeks after she had turned in the very first rough draft of the script. But even before she took the gig in 1977, Brackett wasn't very well-known outside of the science fiction community, where she was known (and ostracized) for writing pulpy space opera and planetary romance novels and short stories. In fact, she was a maverick, choosing to write lighter sci-fi romps at a time (the 1950s science fiction boom) when the genre was transitioning to a more serious approach. Brackett also mentored and collaborated with much more celebrated sci-fi star, the late Ray Bradbury.
According to George Lucas biography Mythmaker by John Baxter, the film mogul was surprised to hear during their first phone conversation that Brackett had plenty of screenwriting experience. Between 1945 and 1977, she had already written 10 films, including The Big Sleep, which she co-wrote with Nobel Prize-winning novelist William Faulkner. Her credits also included Rio Bravo, El Dorado, and The Long Goodbye.
In late 1977, Lucas and Brackett met for several story conferences to hash out an outline for Star Wars II. Together, they figured out the skeleton of the film's plot, which remained pretty much intact in later drafts, although there were some differences, according to Rinzler's book. For one thing, Darth Vader was not Luke's father in the outline.
The Yoda character also didn't receive his iconic name until later drafts of the script. In the earliest outlines, Yoda was named "Buffy," which was short for "Bunden Debannen." Lucas writes in the outline, "Buffy very old—three or four thousand years. Kiber crystal in sword? Buffy shows Luke? Buffy the guardian. 'Feel not think.'" Close enough. From this outline, Brackett set to work on the very first draft of The Empire Strikes Back.
I spent an evening with that first draft, which you can read in its entirety here, flipping through the "Star Wars sequel"—as the draft is innocently titled—that might have been. In lieu of Lucas' original story treatment, here is the key to the creative process of The Empire Strikes Back and evidence of Brackett's vital contributions to the film. This scanned version of the draft, which fan site StarWarz.com acquired in 2010 after years of searching for the "holy grail," includes plenty of (semi-legible) handwritten notes and crossed out lines.
Unfortunately, I can't confirm whether these are Brackett's notes to herself after meeting with Lucas or if Lucas himself scribbled on the pages. Still, it's fascinating to read the notes along with the typed words on the page, as if you've found your way into Brackett and Lucas' stream of consciousness.
Most importantly, you see that Brackett's draft, while definitely in need of a rewrite and several tweaks, holds all of the big moments we'd eventually see on screen. We still get a version of the Battle of Hoth (a much more ridiculous one), the wise words of an old Jedi Master, the excitement of zooming through a deadly asteroid field, a love triangle (a MUCH more overt one), a majestic city in the clouds, unexpected betrayals, and the climactic duel between Luke Skywalker and Darth Vader that we would reenact on playgrounds for years to come.
The rough draft begins, not with a shot of deep space, but with a fade in on an ice planet, which isn't called Hoth. Luke and Han are riding their "snow lizards" around the planet's surface, looking for signs of life, especially any life forms that might endanger their Rebel base, which Brackett describes as an "ice castle." Almost immediately, Brackett's love of space fantasy and planetary romance bleeds through, which sets the tone of the script as a more classic piece of science fiction. Planets and places sound dazzling in her descriptions, even something as simple as the "ice formations" that catch Luke's attention while scouting with Han.
"Dimly there appears through the veils [of snow] a formation of rocks," Brackett writes, "Or perhaps ice of exceptional beauty, catching points of fire from the sun." And there are plenty of other beautiful descriptions in her draft. You can tell she understands the Star Wars universe, even in its relatively early days, as she instills that wonder for the universe and exotic settings that we still associate with the franchise.
But her settings really belong to the chrome of Flash Gordon and Buck Rogers serials. Barely in sight is the aged, worn, rusty, lived-in universe that Lucas had established in 1977. She's writing for a different time, so to speak.
And Brackett means to write "space fantasy" in every sense of the word. The ice monster, which is not yet called a "Wampa," that Luke encounters on the planet's surface can "vanish in a burst of vapor," more wraith than hulking beast. This isn't the one-off adversary from the film, either, but just one of a horde of ice monsters that later attack the Rebel ice castle. I wonder how George R.R. Martin would feel about the "Winter Is Coming" feel of this script's opening act, as the Rebels scramble to protect their base from the ice beasties. It's not the Empire that drives the Rebellion out of their hidden base at all, in fact.
The ice planet segment actually takes up a pretty large chunk of the movie, and you can tell that Brackett loves writing the chaos inside the Rebel base, which is first invaded by monsters and then attacked by the Empire—who bring "tank-type crawlers" to the party, undoubtedly the predecessors of the AT-ATs. And she has fun portraying the Rebellion as a group of bumbling idiots, too. Even though "1,026 systems" have joined their cause since their victory at Yavin, the Rebels in this draft are like chickens without heads, many frozen to death by burst water pipes inside the base. Their attempt to repel an exceptionally organized attack by the ice monsters is perhaps best accompanied by the Benny Hill Theme.
During the ice castle scenes, Brackett also quickly establishes one of the draft's major pitfalls: the love triangle between Luke, Han, and Leia, which is as subtle as a Vader Force choke. Brackett definitely embraces romance in her approach, as a much more damsel-like Leia falls into the hero's arms on multiple occasions for a quick make-out session. If you think Star Wars' treatment of women is already bad, you should get a load of this script, which sees Leia become the object of the men's affections and not much else. Han and Luke are the rough-around-the-edges and baby-faced beefcakes who grab Leia and try to convince her to love them. This is the less subtle precursor to the Slave Leia debacle. In later drafts, Lucas and Kasdan's revisions definitely helped to bring in a lot of the nuance to Han and Leia's budding relationship.
Another thing that really irks me about these love scenes is how pervy Threepio and Chewie are throughout. While hiding out in the asteroid cave (sans Exogorth stomach), the duo watches as Han and Leia get intimate in the Falcon's cockpit and even gossip about their love affair. Threepio doesn't understand how humans can suck face and Chewie is jealous that Leia is taking Han away from him. In several instances, Han's furry friend even cockblocks the scoundrel.
Eventually, even Vader needs Leia...in order to lure Luke to Orbital City, the rough draft's version of Cloud City. Actually, let's talk Darth. For a movie called The Empire Strikes Back, the Empire is scarcely in the first two acts of the rough draft at all. The villains don't appear on screen until 20 pages in, and not in a fleet of battleships in pursuit of the Rebel base. Vader's iconic Super Star Destroyer Executor is nowhere to be seen. Instead, we first meet the titular bad guys in "the administrative center" of the Empire, the planet Ton Muund. There waits Vader in his castle.
Again, you hear Brackett's affinity for space fantasy in her description of the planet and her use of another castle. She writes, "Ton Muund should have an odd sort of day; perhaps a blue star." This is one instance where I very much would have liked to see Brackett's version on the big screen, just to witness the Imperial capital's day in blue light. (Actually, I would've liked to watch Han, Luke, and Leia fight ice wraiths, too. Sorry, not sorry.) We don't see the planet very often in the film, but like with many of her settings, I just love any moment on Ton Muund so much. I wonder if it wasn't a precursor to Coruscant?
Rinzler also points out in his book that Lucas considered putting a "city planet" in the movie and a "water planet" with an underwater city. You already know how that turned out.
Vader is already on the hunt for Luke in this draft. It seems that Luke's destiny is already very much in place here and that he must face off with the villain by the end of the movie. After chasing him out of the ice planet, Vader continues to be a creeping menace to Luke throughout the film. It's interesting how Brackett plays up Luke and Vader's connection. While they aren't father and son in this draft (that came in Lucas' revision of Brackett's script), Luke and Vader do have a unique relationship through the Force.
Brackett turns Vader into a sort of dark wizard who can attack Luke with the Dark Side from across the galaxy. There are several instances in the script where Vader manages to get into Luke's head and knock him out with the Force. We see this as early as the escape from the ice planet, when Luke is knocked unconscious while piloting past the Imperial ships. I can't imagine Brackett wasn't a fan of The Lord of the Rings, especially the scenes where Sauron invaded Frodo's mind through the Ring.
A lot of Vader's depth is missing here, though. Brackett writes Vader like he's a guy performing evil deeds for evil's sake. There really isn't any motivation besides revenge for his humiliation at Yavin. He gets one scene with the Emperor, like in the film, where it's clear that his ass is on the line if he doesn't destroy Luke. By the end of the script, though, Vader understands that Luke could be a powerful asset for the Dark Side, and he tries to turn him during their climactic fight in the depths of Orbital City. But again, without the famous reveal, this confrontation bears a lot less weight.
One of the crucial sections of The Empire Strikes Back is Luke's Jedi training on Dagobah, under the tutelage of Master Yoda. Brackett has this part almost completely in final form. Except for a lot of the dialogue (most of her dialogue was rightfully scrapped) between Yoda ("Minch" in this draft), Luke, and Ben, and one or two very different moments, things play out pretty much as they do on screen: Luke crash lands on the "bog planet" and meets a little "frog-like" old man named Minch, who he doesn't immediately recognize as a powerful Jedi Master. Minch takes Luke on as his student, despite his reservations, in order to prepare Luke for his fight against the Dark Side. In one scene, Luke does pull his ship out of the bog using the Force. Easy peasy.
There's one pivotal scene where things go off the deep end, though. It's by far the script's most controversial: after Minch has taught Luke how to summon Ben's Force ghost (Obi-Wan cannot appear whenever he wants, and can only be summoned through the Force—Brackett clearly liked necromancy), his old mentor shows up...and brings Luke's father with him!
Only identified as "Master Skywalker," Luke's dad gives him the generic speech about how proud he is of the young hero. He also reveals that Luke has a twin sister, although it's not Leia, but a girl named Nellith who's never mentioned again in the story. I'm guessing Brackett was leaving that for the third film. The scene ends with Minch, Ben, and Skywalker "knighting" Luke with their lightsabers, effectively awarding him the title of Jedi, although he must face one final test in order to be a true member of the Order: defeat Vader.
That fight happens on "Hoth," which is really Bespin, but with way more flying manta-rays, as Han, Leia, and friends quickly discover. Han and Leia are really thrown off course as the script progresses, not unlike their arc in the film. Han, who is less mercenary and more proper Rebel soldier, isn't trying to get back to Jabba to pay off a debt. In fact, there aren't any bounty hunters in this movie. Thank Lucas and Kasdan for Dengar Boba Fett.
Before the "Attack of the Vanishing Ice Wraith Monsters," Leia convinces Han to go on a mission to convince his stepfather (!) Ovan Marekal, leader of "the Transport Guild," to join the Rebellion. Brackett imagines Marekal as "the most powerful man in the galaxy next to the Emperor," so he's probably a good guy to have on your team. Of course, as promised, you never actually see that mission play out, since Han is busy running from the Empire and making out with Leia.
The final act on Hoth contains the script's best moments, and it's where Brackett's space fantasy really shines through. Again, she effortlessly makes the planet sound wondrous and mysterious, as the Falcon lands on the planet's surface way below its blanket of clouds. Brackett gives us a green landscape of ruined cities, where "noble-looking" natives with "white skin and hair" known as "Cloud People" ride in flying "mantas." Han hopes that they can all hide out with his pal Lando Kadar (same Lando, different last name) while this whole Empire thing smoothes over. Lando had established a trader's outpost on Hoth's surface when last Han saw him, but has since built a huge Orbital City among the clouds.
I think Brackett lends her most sentimental eye to Lando, who's still a sweet talker, but infinitely more lonely. Here, Lando is one of the last of a long-forgotten batch of clones left over from the Clone Wars. Lando reveals his backstory to Han's friends in an emotional monologue: "It didn't seem strange to us to see our own faces endlessly repeated in the streets of our cities. It gave us a sense of oneness, of belonging. Now, when every face is new and different, I feel truly alone." This is just good sci-fi writing and captures the signature melodrama of Star Wars.
Lando is easily my favorite character in the script, a man out of his place in the galaxy. On Hoth, he has been taken in by the natives, and the leader of the Cloud People, Chief Bahiri, considers him an adopted son. Good will for the character doesn't last long, of course, since he still betrays Han in order to protect his interests on Orbital City. And he even gets Bahiri killed in the process.
Han et al are held captive on Hoth, although they aren't tortured. No one is frozen in carbonite. In fact, there isn't much tension in their captivity at all, since it's more like house arrest. And Brackett doesn't quite provide a dramatic escape scene, although their is a part where Han has to blow open some hangar doors with the Falcon's thrusters. And things don't quite pick up in Luke and Vader's epic confrontation, either. No, Brackett seems to reach the falling action by the time Lando betrays his guests in the script's big twist.
Brackett's draft ends on the Rebel planet Besspin Kaalieda, "an extremely beautiful planet [that] revolves jewl-like [sic] in space" (Lucas apparently liked some of the planet names the writer came up with). There, Luke and Leia see Han and Chewie off, as the Falcon sets off on its mission to parts unknown in order to find Marekal in the third film. As if this were Camelot at the end of a great adventure, Luke salutes the retreating ship with his lightsaber, the blade pointed towards the stars.
After reading Brackett's rough draft of The Empire Strikes Back, I'm still intrigued by the thought of what she could have done had her health allowed her a second try. Perhaps we'd see more of her pulpy sensibility shine through on the screen. Maybe we would've even seen another Wampa or two.
When Brackett brought George Lucas the draft in early 1978, Lucas was underwhelmed. Years later, Lucas said in Laurent Bouzereau's Star Wars: The Annotated Screenplays:
Writing has never been something I have enjoyed, and so, ultimately, on the second film I hired Leigh Brackett. Unfortunately, it didn’t work out; she turned in the first draft, and then she passed away. I didn’t like the first script, but I gave Leigh credit because I liked her a lot. She was sick at the time she wrote the script, and she really tried her best. During the story conferences I had with Leigh, my thoughts weren’t fully formed and I felt that her script went in a completely different direction.
Because we've been watching the finished film for over 35 years, we know what Lucas' vision was for his Star Wars sequel. But Brackett's attempt is not a failure. In 124 pages of her script, the writer establishes the major story beats we'd eventually see in The Empire Strikes Back.
I read through her version of the adventure and find that I'm still amazed by where she's taken me and how I got there. I liked the view of her blue star and Ton Muund in its odd day. A small part of me still hopes this will make it to the big screen one day. Yet, her story ends like the film itself: in a cliffhanger, floating somewhere in space.
For a complete list of differences between Brackett's rough draft and The Empire Strikes Back, click on to Page 2.
* All art in this article by the brilliant Ralph McQuarrie.