Star Wars: The Changing Face of Sy Snootles & the Max Rebo Band

In the Special Editions, the Rebo Band were big victims of George Lucas' digital wand. Here's how CGI changed them - seemingly forever...

In 1997, Star Wars began its ineluctable turn to the digital side. A New Hope, re-released in January that year, marked the first of George Lucas’s Special Edition revamps of his blockbuster saga. Then 20 years old, the original 70s print was decaying. Effects shots were damaged. Darth Vader’s once imposing black mask and cloak had faded to a wan shade of pale blue.

To combat the ravages of time, Lucas embarked on an expensive and lavish restoration of the movies, improving the quality of the sound, re-balancing and correcting the colors and placing them back where they belonged: on the big screen. While fans were delighted at the prospect of seeing Star Wars in theatres again, Lucas’ reissues didn’t stop at restoration— they also included altered or even entirely new sequences, most created with then cutting-edge CGI.

Many of these sequences were simple embellishments that could easily go unnoticed to the casual eye—those wipes between scenes, an idea cribbed from classic matinee serials, had been digitally reworked. Luke’s landspeeder now floats on a more convincing looking shadow, as it zooms across the desert. But other additions would soon become infamous: Greedo shooting first in the cantina. The largely extraneous sequence where Han meets a rather diminutive-looking Jabba the Hutt on his way back to the Millennium Falcon.

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This brings us to Return of the Jedi, and perhaps the most glaring change in the original Star Wars trilogy: the addition of an entirely new musical sequence titled “Jedi Rocks.”

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Even for Star Wars fans who’d already sat through the Special Edition releases of A New Hope and The Empire Strikes Back, released in January and February 1997 respectively, the musical interlude was a bewildering moment. Since Return of the Jedis original release in 1983, Sy Snootles and the Rebo band, Jabba the Hutt’s court entertainers, had regaled us with the jazzy “Lapti Nek.” It was a weird piece of music, a kind of sleazy counterpoint to the number Figrin D’An and the Modal Nodes played in the Mos Eisley cantina. Here’s the scene as it appeared in 1983:

Whether Lucas meant it to or not, “Lapti Nek” immediately recalled that cantina scene in Star Wars, where Luke Skywalker was so young and out of his depth that he managed to inadvertently start a fight within minutes of setting foot in the place. But by Return of The Jedi, Luke’s grown into a powerful master of the Force, meaning he can still handle himself in a place as unseemly and dangerous as Jabba’s palace. Luke left Tatooine a wide-eyed boy, but now he’s returned as a seasoned warrior.

“Jedi Rocks” changes the tone of the Jabba’s palace sequence completely. Gone is the off-kilter, disquieting beat of “Lakti Nek.” In its place comes an up-tempo rhythm-and-blues tune that sounds less unseemly hive of scum and villainy and more Star Wars on Broadway (it’s hard not to listen to “Jedi Rocks” and think of the song “Luke Be A Jedi,” the song Mark Hamill sang in a 1998 Simpsons episode—”Do it for the Ewoks and all the other puppets…”).

With the new song came new special effects. The original three-piece Rebo band was upped to nine members, including three backing singers. The original rod-puppet Sy Snootles was now an all-CG creation who could cavort and pucker her lips for the camera. Vying for attention was Joh Yowza, a furry, squat creature known as a Yuzzum. What was once a low-key yet appealing background moment in the movie’s first act had grown into a literal show-stopper—an in-your-face audio-visual spectacle that literally overshadowed the original hand-made effects.

Watch it again if you dare:

It’s all a far cry from the set of Return of the Jedi 15 years earlier, when animatronics and puppets were still the cornerstone of the movie…

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Industrial Light & Magic’s Creature Workshop, 1982

In many ways, Yoda was a victim of his own success. It’s easy to forget what an experimental idea Yoda was in the late 1970s: could a puppet behave and emote convincingly alongside a flesh-and-blood actor? The Empire Strikes Back proved that it could. Yoda not only looked convincing in his scenes with Mark Hamill, but he also became one of the most beloved characters in the entire franchise.

With Yoda proving to be such a loveable proof of concept, George Lucas embarked on even wilder flights of fancy for Return of the Jedi. He reintroduced Jabba the Hutt, a character he’d wanted to include in Star Wars but had to leave out due to lack of time and budget. Jabba had always been imagined as a slimy and loathsome character, but intervening years and repeated design iterations saw him transform into something huge and monstrous.

By the time Phil Tippett and his team at ILM’s Creature Workshop began coming up with concepts for Jabba in the early 80s, the character had ballooned into one of the largest puppets in screen history—a 2,000 lb pile of latex and animatronics which took Yoda sculptor Stuart Freeborn three months and $500,000 to build.

Then there were the denizens of Jabba’s palace. Lucas imagined a carnival of weird and wonderful creatures from every corner of the galaxy, and Tippett’s team would have to sculpt, cast, mold, paint and build every single puppet and mask by hand. The fun yet stressful dash to get all of these creatures made for the movie’s 1982 shoot can be seen in old footage from the period. A poster on the wall states that “the psychiatrist is in.”

Tellingly, one of the creatures we can see being sculpted is a Yuzzum—the squat, furry thing we’d later see prancing around next to Sy Snootles in 1997. The Yuzzums were once going to be a second race on Endor, the home of the Ewoks, but the mounting budget meant the idea had to be dropped. Back in the 1980s, the creature would instead have to linger in the background of Jabba’s lair, quietly biding his time. 

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More footage shows the construction and testing of Max Rebo and his band; Rebo being the blue, elephant-like keyboard player alongside the flute-playing Droopy McCool and lead singer Sy Snootles. Simon Williamson was the actor inside the Max Rebo suit, playing away on his Red Ball Jett keyboard as two crewmembers helped him move the weighty bulk of latex back and forth. The actor Deep Roy, whose role was uncredited, sweated away in the Droopy McCool suit. Between takes, hairdriers were often used to blast cold air into the actors’ broiling masks and outfits.

The tall, skinny Sy Snootles was a far more complex creation. A combination of rod-puppet and marionette, Sy was operated by puppeteer Tim Rose (on loan to the production from Jim Henson), who controlled the character’s spindly legs from beneath the stage. Above, puppeteer Mike Quinn controlled Sy’s upper body movements, while a third person controlled the character’s left arm, which gripped a mic stand. 

Looking back at the behind-the-scenes footage, you can see just how tough Sy must have been to operate. Rose doesn’t have enough room to stand up straight in his little area beneath the raised stage. Nevertheless, when Sy moved in the shadowy, dusty light of the palace set, the creature really looked the part.

“Sy Snootles was the hardest character to do,” Rose writes on his website. “I designed her as a reverse string marionette which I operated with Mike Quinn. Instead of hanging the figure on strings and pulling her off the ground, the weight was supported on elastic from above and then pulled down so you could get a much more solid positive movement than a classic marionette would give. When Mike and I got the timing just right she was magical, when we didn’t she would fly out of control and lose all sense of life.”

The sheer number of creature effects shots made the whole Jabba’s palace sequence lengthy and difficult to shoot, however, and tempers were clearly running high behind the scenes. Rose, who also operated Jabba’s pet Salacious B Crumb and also played Admiral Ackbar in Jedi, was almost fired when he got on the wrong side of Harrison Ford. In a brilliant anecdote, Rose recalls that he was operating the Salacious Crumb puppet on set one day, when director Richard Marquand sat down and started talking to it. (Apparently, it was quite common for Marquand to sit and chat to Crumb between takes.)

Rose, adopting the cheeky persona of Salacious Crumb, said to Marquand: “The take went well, but this Harrison guy, is he going to talk during our laugh? Because it’s really putting me off.”

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What Rose—and Crumb—didn’t realie was that a sound engineer had forgotten to turn off a microphone, which meant that those words were transmitted across the entire set. The crew began to laugh, but Ford was less than amused. He marched off the set and refused to return until “The asshole who said that was fired off the production.”

As a rather sneaky compromise, Rose was kept on. An assistant director told him, “If anyone asks, you’re the new guy.”

“On the call sheets for the rest of the filming,” Rose recalls, “it always said, ‘Salacious Crumb – The New Guy.’”

The pressure of getting the Jabba’s palace sequence in the can was such that it ultimately took something of a toll on Sy Snootle’s big moment. Rose recalls that he and Quinn didn’t get enough takes to bring Sy to life as they wanted. As a result, Rose says, “She was the first of my characters to be replaced by CG…”

The Singing Lucasfilm Sound Engineer

As for the “Lapti Nek” song itself—well, the story behind that’s even more curious. The music itself was written by John Williams and Ernie Fosselius, the latter being famous for his 1978 Star Wars parody, Hardware Wars. (Fosselius also contributed voices and sounds for the Rancor Keepers in Return of the Jedi and the character Poggle the Lesser in Attack of the Clones, among other things.)

The lyrics to the song were written by Annie Arbogast, a Lucasfilm sound engineer. Arbogast wrote the song in English. The original title was “Work It Out”—before sound effects genius Ben Burtt helped her translate the lyrics into the Huttese we hear in the finished film.

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It’s also Arbogast’s voice we hear emerging from Sy Snootle’s creepily pouting “Mick Jagger” lips in Jabba’s palace, her slightly shrill tone giving the song an even more off-kilter, alien edge.

Curiously, Lucas—or at any rate somebody at Lucasfilm—also had a professional singer, Michele Gruska, come in to sing a more polished version of the track. In a 2011 Crawdaddy article archived for posterity on this site, Gruska claims that it was her version that would have gone into the film itself—but because Arbogast was, shall we say, “friendly” with Lucas, it was her version, and not Gruska’s, that made the final cut:

“My version was definitely going in the scene,” Gruska maintains. “But unfortunately at the time the rumor was Anne was keeping company with George Lucas. Oh well.”

Whether there’s truth to Gruska’s claim or not, it was her version of “Lapti Nek” that ultimately appeared as a commercial release. The word is that Arbogast’s original recording was lost, which is why it didn’t appear on Return of the Jedi‘s soundtrack album, nor the Polygram five-minute club mix released in 1983, or the 12-inch “Lapti Nek Overture” record released by Warner, also in 1983. (“Lapti Nek Overture” was performed by the band Urth, fronted by Joseph Williams, son of John and also lead singer of the more famous rock outfit, Toto. Told you this is a curious story.)

A couple more brief notes from “Lapti Nek” history before we move on: Meco Monardo, who enjoyed a massive hit with his 70s kitsch disco version of the Star Wars theme, also released his own version of the song, which apparently became a hit in Thailand. For reasons unknown, a version of “Lapti Nek” with entirely different English lyrics—entitled “Fancy Man” rather than “Work It Out”—was recorded, and can still be heard in the background of contemporary featurettes about the making of Jedi.

Look, here comes one now:

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Jedi Rocks and CGI Overload

Aside from its surprise success in Thailand, “Lapti Nek” failed to make much of a splash as a single back in ’83. And George Lucas, ever the perfectionist, was never particularly happy with Sy Snootle’s turn on stage, either.

“I thought it would be funny [to have a musical number] in the middle of a Star Wars film,”Lucas once said, before admitting that he simply didn’t have the time to complete it. Behind-the-scenes footage certainly suggests that Lucas was originally planning to have more going on in the Rebo Band scene. The video embedded above shows a trio of dancers running through a routine that looks very like the moves we’d see in the 1997 Special Edition sequence.

The digital revolution of the early 90s finally gave Lucas the opportunity to move away from the rod puppets and latex that had so frustrated him a decade earlier. Finally, the barn doors of his imagination could be flung wide open.

“Originally, George envisioned a large musical number at the very beginning at Jabba’s palace,” producer Rick McCallum said in a1997 making-of documentary. “But the state-of-the-art animatronics had only reached a certain level. And although there were a lot of characters, none of them really quite moved properly. Sy Snootles couldn’t really open her mouth, she couldn’t lip-synch properly. Her eyes didn’t move. It was a very complex creature to develop. And I think this gave us the opportunity to actually open that up.”

“As you’re able to push the technology forward, you’re able to get the creatures to suddenly walk or raise their arms or have expressions on their faces,” Lucas enthused in a Jedi DVD commentary track, “and all of that took years and years and a lot of experimentation and technical advances to be able to make an alien look real.”

And so it was that Lucasfilm’s artists and technicians were given the task of reworking the Rebo Band sequence. Original blueprints were dragged out of the archives and used to replicate about a quarter of the original palace set, as well as certain props—including a six-foot wide drum.

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The task of making a CGI Sy Snootles—plus her new stage partner, Joh Yowza—fell to Lucasfilm’s visual effects supervisors Dave Carson and Tom Hutchinson. To bring these exotic aliens to life, they were using what was then cutting-edge graphics technology. The Yuzzum’s fur had to move realistically, while Sy’s lips would have to match, even in close-up, the new “Jedi Rocks” song, written by John Williams and jazz musician Jerry Hey.

Lucas may have thought his technical problems would be solved by CGI, but ironically, using computers to animate the sequence introduced pitfalls of its own.

“It was pretty scary trying to match what she was originally,” Hutchinson said of crafting the CG version of Sy Snootles. “The difficulty was that we were locked into a basic shape. She has no neck, her eyes are on stalks and her arm hardly reaches out beyond her snout, so to have her running around holding the microphone to her mouth didn’t make any sense. We tried to hone in on making her appear aesthetically pleasing while sticking to her original shape. Ultimately, we only kept one longer shot of the original puppet. George pointed out that even though we still recognize the puppet as Sy, we never put the old Sy and new Sy side by side.”

Like many of the changes to the original Star Wars trilogy, the new Sy Snootles sequence wasn’t too well received by many fans. After the Special Edition’s release, he defended his liberal use of CGI to spruce up—or replace—old sequences.

“I’m so amused by people who somehow think when you use cyber technology or digital technology in movies it’s fake,” Lucas argued. “But when you look at a scene here in Jabba’s palace now there are some digital characters in here, but they are no more or less fake than all the other characters that are in here. Is a digital character more fake than a big fat rubber character? [Laughs.] I mean there’s nothing real here at all…”

Lucas may have a point here. But at the same time, he also failed to see the changes from the perspective of people who grew up with movies like Return of the Jedi. The 1983 Sy Snootles may look a little stiff to modern eyes, but she worked in the context of the movie. Replacing her with a CGI version that still didn’t look convincing wasn’t so much fixing a problem as replacing one flawed effect with another.

Worse still, the additional aliens, musicians, dancers, and Joh Yowza left the original members of the band, including Max Rebo and Droopy McCool, literally crowded out of the frame. In the Special Edition versions of Return of the Jedi, they can barely be seen at all. And why does the CGI Sy Snootles lack the feather on her head dress, given the rod puppet version glimpsed in a long shot is still wearing one?

This, perhaps, is the greatest frustration of the “Jedi Rocks” sequence: as far as Lucas is concerned, the Special Editions replace the original versions of the Star Wars trilogy once and for all time. Despite repeated requests for unaltered, theatrical cuts of the Original Trilogy to be released on disc, the Special Edition versions are all that is officially available to date.

This means that, aside from some grainy YouTube videos and old VHS tapes, the hard work of puppeteer Tim Rose and artists like him is at risk of dwindling into history. Even Rose doesn’t have a pristine copy of his performance as Sy. “If anyone has a copy that still has the original performance on it,” Rose writes on his website, “I would love to have a copy as I never bought one at the time.”

The good news in all this is that Rose is still very much part of the Star Wars franchise over 30 years later. In The Force Awakens, J.J. Abrams made good on his pledge to employ a more balanced mix of CGI and traditional puppetry and latex makeup effects, which meant that Rose was brought back to play the much-loved character Admiral Ackbar in Episode VII.

With the Star Wars franchise under the stewardship of Disney and Kathleen Kennedy, now the boss of Lucasfilm, maybe we’ll one day see the return of those unmodified theatrical cuts. That way, a new generation will get to witness the delightfully exotic “Lapti Nek” song performed as it was originally shot, and the original Rebo band line-up will once again be allowed to take centre stage.