Yoda: The Empire Strikes Back’s Big Gamble

“You will go to the Dagobah system. There you will learn from Yoda, the Jedi master who instructed me…”

George Lucas may have had a wider saga planned out in his head, but he couldn’t have predicted just how much hunger there would be for more space adventures in the wake of Star Wars. But as audiences flocked to watch and rewatch the film through the summer of 1977, Lucas was already putting the groundwork in place for a sequel, with its title, The Empire Strikes Back, firmly in place by November that year.

Exhausted by the process of making Star Wars, Lucas decided to step back from the role of writer and director for its follow-up, assigning his old mentor Irvin Kershner as director and hiring sci-fi author Leigh Brackett as its screenwriter. When Brackett sadly died shortly after finishing her first draft in 1978, Lawrence Kasdan, who’d just written the screenplay for Raiders Of The Lost Ark, was brought in as a replacement.

By the complete Star Wars Saga on Blu-ray

But while Lucas had opted to take a step back from the day-to-day toil of making The Empire Strikes Back (he was on set “a bit” but not every day, recalls producer Robert Watts), he was heavily invested in its making – both emotionally and financially. The originally-earmarked production budget for The Empire Strikes Back was set at $18m – far outstripping the original’s $11m – a sum Lucas planned to pay for himself via a mixture of Star Wars profits and bank loans.

“At first I was contemplating selling the whole thing to Fox… I’d just take my percentage and go home and never think about Star Wars again,” Lucas told Empire. “But the truth of it is, I got captivated by the thing… And I can’t help but get upset or excited when something isn’t the way it’s supposed to be. I can see that world. I know the way the characters live and breathe.”

What Lucas didn’t know at the time was that The Empire Strikes Back would, in its own way, prove to be just as gruelling to make as Star Wars. Its making would take in freak storms, production delays and budget over-runs. And most of all, the creation of untested special effects – not least a certain green mentor with an infectiously unsual voice…

Building an Empire

Aside from the financial risk, there were the technical challenges raised by Lucas’s story ideas. The Empire Strikes Back would ultimately take in a huge battle on planet Hoth, a cat-and-mouse chase through an asteroid field and a floating city in the clouds called Bespin. All of these would provide entirely new effects shots to be developed by Lucas’ effects studio, ILM.

Then there was Yoda. A two-foot tall, centuries old Jedi master, the character was conceived by Lucas as the solution to a problem. In the original Star Wars, Lucas got to the end of the second act and realised that Obi Wan Kenobi, Luke Skywalker’s mentor throughout the story, was left with nothing to do.

“I decided that Ben Kenobi really didn’t serve any useful function after the point where he fights Darth Vader,” Lucas later said, “although in that draft he continued on through the air battle […] I thought it would be much more satisfying, powerful and interesting if Darth Vader were to kill him.”

In earlier interviews, Lucas had stated that it was his then-wife, Marcia Lucas, who’d come up with the idea of killing Obi Wan: “I was rewriting, I was struggling with that plot problem when my wife suggested that I kill off Ben, which she thought was a pretty outrageous idea, and I said, ‘Well, that is an interesting idea, and I had been thinking about it.'”

Wherever the idea came from, it solved a story problem in Star Wars, yet caused a knock-on effect in The Empire Strikes Back. In Lucas’ early plot outlines, he had Obi Wan return to begin training Luke as a Jedi knight. With Obi Wan now gone, Lucas was faced with the task of coming up with a new mentor for Luke – one different enough from Alec Guinness’ Old Ben to avoid unfavourable comparisons.

“I wanted Yoda to be the traditional kind of character you find in fairy tales and mythology,” George Lucas said in Laurent Bouzereau’s book, Star Wars: The Annotated Screenplays. “And that character is usually a frog or a wizened old man on the side of the road. The hero is going down the road and meets this poor and insignificant person. The goal or lesson is for the hero to learn to respect everybody and to pay attention to the poorest person because that’s where the key to his success will be.”

And thus Yoda was born.

Sculpting Yoda

It’s worth pausing to note how risky a concept Yoda was for the time. While Star Wars was full of exotic characters, brought to life with prosthetics and other effects, none had to deliver the kind of exposition and range of emotion required of Yoda.

There was certainly no guarantee that audiences would buy a co-star manipulated by a puppeteer, and indeed, The Empire Strikes Back‘s effects artists considered other avenues before arriving at this creative choice – they even considered using a monkey in a mask, according to JW Rinzler’s book, The Making Of Star Wars: The Empire Strikes Back.

To make Yoda, Lucas turned to Stuart Freeborn, the veteran makeup effects designer who’d worked on Star Wars as well as such classic films as Oliver! and 2001: A Space Odyssey. Although based on concept drawings by Ralph McQuarrie, Yoda’s look changed considerably as Freeborn and his team, which included his son Graham and fellow Star Wars makeup artist Nick Maley, worked the design up into a working puppet. Muppets creator Jim Henson also served as a consultant, and lent the services of Creature Shop veteran Wendy Froud, who worked as an armature builder and puppeteer on Yoda.

In fact, four versions of Yoda had to be built for Empire, each designed for specific shots. These included a puppet, designed to be manipulated by world famous puppeteer Frank Oz, two radio controlled versions for longer shots (such as the scene where Yoda rides on Luke’s back during his training on Dagobah), and a larger suit that could be worn by the diminutive actor and stunt performer Deep Roy. A second animatronic head was also built, in a mere three days, by Nick Maley and Bob Keen.

It’s fair to say that, with Empire‘s shoot looming, the pressure to get Yoda designed and built was immense. Nor was it the only creature Freeborn’s team had to work on. At the same time, they were building the towering Wampas and Tauntauns found on Hoth, as well as the energy-sucking, bat-like Mynocks Han and Leia find stuck to the Millennium Falcon.

“I’ve never modelled anything so quick,” Freeborn later recalled. “I thought it was going to be a load of rubbish, you know?”

Based on a cast of Frank Oz’s hand, Freeborn began sculpting Yoda’s distinctive head. In the rush to get the initial sculpt made, Freeborn famously fused his own lined features with those of Albert Einstein, before topping the creation off with those distinctive pointy ears.

“It was half me and half Einstein, with all the wrinkles,” Freeborn said. “He’s supposed to be a creature so I put creature ears on the top of it. I thought, well that’s it. I don’t have time to change it.”

With the clay model finished, Freeborn covered it over with a damp cloth and nervously waited for Lucas to come and approve it. To Freeborn’s relief, Lucas peered at Yoda’s wise, faintly mischievous face and said, “That’s it! That’s just what I want!”

Moulds and animatronics

Even with Yoda’s face given the official seal of approval, the job was still far from over. First, a mould had to be made from the clay head –  a process that destroyed the original sculpt. It was, to quote Nick Maley, “nerve-wracking.”

“After watching Stuart spend months doing delicate, detailed work I had to mould the figure in Crystocal Gypsum (the British equivalent of Ultracal), a process that completely destroyed the model,” Maley said on his wonderful website, CineSecrets. “There was no maquette… if we messed up, all that work was down the drain. Stu was pretty nervous about it and couldn’t resist double checking the moulding of the face as it proceeded. The model had to be dissected to be moulded and there were quite a few moulds required to make the various parts that were needed to convert the clay sculpture into a working puppet.”

Needless to say, the pressure of building Yoda took its toll. Maley spent 60 straight hours working on his animatronic Yoda head. In several instances, the team was attempting to solve problems as they arose: how, for example, do you fit in the mechanisms that control the character’s eyes while still leaving room for Frank Oz’s hand inside the puppet’s head?

 “As we got closer to Yoda shooting, Stuart, was looking more and more harassed,” Maley recalled. “The first few days of Yoda’s hut were very difficult. The long weeks Stuart had spent locking down the modelling left Stuart with less time than he would have liked to complete his mechanism the way he wanted. The compromises he was forced to make meant that the mechanism was less effective than he knew it was capable of.”

It’s little wonder the team occasionally resorted to bizarre pranks to let off some steam – which included nailing colleague David Barclay (who would later serve as puppeteer on Yoda’s eyes) to the workshop floor.

On the Dagobah set

When it came to Yoda’s scenes on Dagobah, the shoot itself wasn’t without incident. By this point, the production had already suffered through an icy location shoot in Norway, which took in a freak storm, sub-zero temperatures and an avalanche. The budget was also ballooning by the time production moved to Elstree Studios in March 1979, a situation not helped by one Stanley Kubrick: he was filming The Shining at Elstree at the same time, and a fire on the production forced a budget increase of $3.5m on Empire.

On the muddy Dagobah set, Frank Oz spent many hours kneeling or lying in the loam, operating Yoda while other puppeteers controlled the character’s animatronic eyes and ears.

“That mud left its mark on Yoda – literally,” Maley said. “The crew would wade around in Wellington boots and poor Frank Oz spent half his time lying in it. The dirt took only a couple of days to migrate to Yoda’s face. Frank and the other operators did their best to keep the puppet clean but there was only so much that they could do […] If you look at the film really carefully you can tell which shots were first and which were filmed last just by how grubby Yoda’s face is.”

Kershner, meanwhile, faced the unenviable task of filming the different Yoda puppets in a way that gave them the illusion of life. As author Chris Taylor put it in his book How Star Wars Conquered The Universe, “Kershner would curse the little green guy’s name for the rest of the picture.”

Through the adversity, it became clear that the appointment of Oz as Yoda’s main operator was a masterstroke. Some of the character’s most famous scenes, such as Yoda’s childlike rummaging through Luke’s belongings, were improvised by Oz on the set. The bit where Yoda petulantly raps Artoo on the head with his cane? That was Oz, too.

Incredibly, Lucas initially resisted the notion of having Oz provide Yoda’s voice as well as his movements. The puppeteer, actor and director revealed as much almost as an aside in a 2014 interview:

“George didn’t want my voice in the beginning. I gave him a (demo) tape. He said, ‘No thank you.’ And in post-production for about a year I heard that he was auditioning voices for Yoda. He had no intention of using me for the voice. Then I was on my honeymoon with my first wife about 25 years ago or 30 years ago, and he said (mimes a phone), ‘Frank can you come out… I think we’d like to try your voice.’ And so I flew back (from Hawaii) and recorded Yoda.”

 The Yoda legacy

By the time The Empire Strikes Back was complete, its budget had swollen to a staggering $33m – almost double the $18m initially earmarked. But ultimately, the risk proved worthwhile: released in May 1980, the Star Wars sequel was another blockbuster hit, bolstered by its groundbreaking special effects and its shock final act revelation from Darth Vader.

Most of all, the gamble of creating a puppet as a Jedi master paid off. Creating Yoda may have been a struggle behind the scenes, but in Yoda, Stuart Freeborn and his team of artists created one of the most beloved characters in sci-fi cinema. Even 30 years later, he remains a firm favourite among fans; the effects that created him are no longer cutting edge, but the warmth of his personality still shines brightly.

To give Yoda himself the final word: “When 900 years old you reach, look as good, you will not…”

You can read more of Nick Maley’s behind-the-scenes movie stories at CineSecrets.