• Hey, guest user. Hope you're enjoying NeoGAF! Have you considered registering for an account? Come join us and add your take to the daily discourse.
  • The Politics forum has been nuked. Please do not bring political discussion to the rest of the site, or you will be removed. Thanks.

Happy 40th Anniversary to The Empire Strikes Back (World Premiere May 17, 1980)


Sep 4, 2018

The Premiere
40 Years ago today, on May 17, 1980, the Empire Strikes Back had it's world premiere at the Kennedy Center in Washington DC. Four days later, on May 21, it was released in the United States.

Above: Actors at the world premiere.

The Writing
Following the success of Star Wars, Lucas hired Brackett to write the sequel; after her death in 1978, he outlined the Star Wars saga as a whole and wrote next draft himself, before hiring Kasdan. Lucas chose not to direct due to his obligations at Industrial Light & Magic and handling the financing, and passed the duty to Kershner, his former professor. Filmed from March to September 1979, The Empire Strikes Back faced a difficult production that included actor injuries, a set fire, and fines from the Writers and Directors Guilds of America. The initial budget was $18 million, but ballooned to $33 million by the time production concluded, making it one of the most expensive films ever made at the time.

The choice of Leigh Brackett to kick off the writing was a brilliant one by George. Not only had she experience working as a screenwriter in Hollywood ("The Big Sleep", "Rio Bravo") but she was one of the early science fiction authors as well. She began writing short stories in the '40s, so by the time she started work on Empire, she had 30 years of experience in the genre. You can see here influence here, with the additional emphasis on aliens and strange worlds.

Some differences from the early Brackett draft that are missing from the final film:
  • Darth Vader is not Luke's father.
  • Father Skywalker appears in ghost form alongside Ben on Dagobah. together they reveal to Luke the existence of his twin sister Nellith (preserved in the final movie as "there is another")
  • Imperial city Coruscant is featured
  • Yoda is called Minch Yoda
  • Lando is a clone
  • Han Solo's stepfather is a powerful warlord and he leaves to go contact him, leaving a hook for the third movie
  • Chewie fights a Wampa
  • Vader has a castle on a lava planet where he feeds gargoyles out of a golden bowl (this is when the prequel ideas for Mustafar began taking shape)
  • Luke/Vader fight at the end is more mystical/bizarre & at one point takes place in the stars. the two of them use the force to vibrate so fast they are invisible or flying.

The Artwork
Ralph McQuarrie as always contributed some incredible imagery in preparation for this film.

The Directing
With George having his time full between rebuilding/creating ILM, setting up his Skywalker Ranch and his other film companies that would revolution the industry for decades, and securing the financial ownership of the franchise, he famously called in his old film teacher, Irvin Kershner, to helm the project. The film kind of got away from Lucas, and he was under tremendous financial pressure, which made him vocally disappointed in the process at the time. It also likely drove him towards a more money-minded take on ROTJ.

As a result, Kershner was allowed to experience within Lucas's written universe in a way no other director would be. Many such experimentations resulted in the most beloved moments in the film. The clip below includes Kershner discussion the shooting of the famous "I know" line, which was one such moment of experimental filmmaking.

Several documentaries were filmed during the making of this movie that provide direct insight into the challenges and triumphs of the shoot.

The Soundtrack
How fucking amazing is this soundtrack? Yoda's theme alone is a thing of pure magic and wonder. Then you have the "Imperial March". Before this movie nobody had ever heard that before. It is far and away the best possible Evil Space March Music ever written. John Williams does sweeping baroque operatic stuff like nobody else, and this is him firing on all cylinders, at the absolute height of his powers. He was also writing the Indiana Jones music during this time. Yeah, this is the shit.

The Expanded Universe
More than any other entry, Empire Strikes Back helped to expand the universe. First of all, it introduced the concept of a franchise, with numbered, entries, and it being the fifth, implied the future existence of the prequel trilogy. He set it all up with the second film. Additionally, he introduced many characters for the first time that expanded the mythos are showed us a large and mysterious galaxy far far away.

Above: The Emperor, as he originally appeared in his extremely eerie visage, was an almost David Lynchian visual composite of a hooded woman with the eyes from a chimpanzee.

Some of the people, machines, and places Introduced onscreen for the first time:
  • Anakin Skywalker (?)
  • AT-AT Walkers
  • Yoda
  • Lando
  • The Emperor
  • Boba Fett
  • Lobot
  • Ugnaughts
  • Hoth
  • Dagobah
  • Bespin/Cloud City
Expansions to the Force:
  • Force ghosts (Obi Wan)
  • Force pull/telekinesis (Luke and Vader)
  • Force telepathy (between Leia and Luke at the end of the movie)
  • Force projection (Obi Wan visiting Hoth and Dagobah)
The Visuals
What can I say? Personally it is one of my favorite films to look at of all time, and if I had only 1 film from the franchise on a desert island, it would be this. I love it because it really takes you on a visual journey.

Below, I will go through the entire movie, addressing images from many shots, as presented in the Harmy Despecialized Edition, which is one of the fan attempts to re-release the film as originally aired. Now, i love the Special Edition changes but I think it's appropriate to look at the original film as it was released. Warning: this will be very image heavy.

Themes that will be addressed in this 6 part review (20 minutes covered in each part):
  • Colors. The use of White & Black & Blue & Red & Orange.
  • Lighting. How lights are used on set. The use of shadows. White and black.
  • Framing. How a character is framed in an image. Are they trapped in a defined frame or being swallowed by a field of color? Are they shot from below or above at an extreme angle? Where is their line of sight pointing? How are different characters treated differently in the same frame?
  • Visual language. How visuals tell a story without dialog. I will reference Star Wars lore here.

We start with the famous title crawl. When the first movie was released, there was no episode number, it was simply "Star Wars", but here, we have an "Episode V", a move by Lucas that suddenly recontextualizes the two films into part of a 6-film series. With this simple change, an unending franchise was created. This is the kind of marketing move Marvel would find great success in, using your current movie to sort of pre-sell future installments. Lucas pulled this move 40 years ago. Also note how straight and to the point that opening paragraph is. In just two sentences they validate the events of the last film and set up the current struggle.

After the crawl we pan down to our first image -- that of a lone Star Destroyer. The last film jumped us into the middle of a chase, but here we witness the Empire, silently sweeping through space like a shark looking for prey. The few planets we see are distant and tiny. The Star Destroyer is almost cut in half by shadow, the lighting emphasizing the angular nature of the ship.

Probe droids are sent out, again, silently, the Empire stalking our heroes like an animal predator. Hoth from the outside appears to be a safehaven; a clean "heavenly" white planet with a blue glow. The Empire's reach into places that seem to be clean sanctuaries is another main theme of the film, to be returned to at the end of the film with the Heaven Into Hell descent at Cloud City.

The first non-ship entity we see in the movie is this, the odd Probe Droid. The cold mechanical Empire is invading the pure snow of Hoth.

Then we see another entity, this time a Tauntaun, making it's weird sounds as it carried Luke across the dunes. The first couple of minutes of this film are completely alien, featuring non-human things going on. We are seeing new technology, new creatures, new environments. Right away it is full sci fi.

Luke's grand entrance, which is shot with shakey cam, in order to convey a sense of realism. Before now everything we have seen has been a spaceship, a droid, a weird animal, but now we finally see a human. Instantly we can tell Luke is no farmboy in over his head, but has been with the Rebellion for a while now (3 years) just by looking at his costuming. The soundtrack plays a tiny version of the heroic main theme, which is interrupted as Luke spies another droid. The first words in the movie are "Echo 3 to Echo 7, Han old buddy, do you read me?" Now we know the other Tauntaun's is Han Solo, that the two of them have been patrolling.

Suddenly the Wampa attacks. Luke is out cold. 4 minutes into the movie and our main hero is in grave danger. This is how you build suspense.

Inside the Rebel base we see Chewie working on the Falcon. The room is fully lit so we can see all the details. Everyone in here is doing their part, and we can see mechanics and robots all working together. Han stops by to check in one Chewie and promises he will be right back, first he has to check on Leia. A big theme of this movie: friends care about friends.

Now we see inside the control room, which has more realistic lighting. Note the heavy shadows and the striking first use of red. The color red will play a significant role in the visual storytelling, it is a symbol of danger, and this could be subtle foreshadowing. Han is shot from below, as if he is descending (and he is, from bright planet exterior to shadowy base interior). He is placed halfway between the red and the blue here, deciding between staying or going, and that's quite a worried look he has on his face.

This is the look Leia gives before turning back to her work. It's a thirsty look! Also somewhat worried. More foreshadowing?

A white variation on the C-3PO design. One of these appeared in the Blockade Runner at the start of the last film but visually he makes sense for a snow planet. The green space diagrams that were used on Yavin (jungle planet) have similarly been replaced with white to go with the snow theme.

More of that wonderful lighting inside the Echo Base. Note how most of the light on the actors appear to be coming from the consoles themselves.

Han gets emotional after telling Leia he is leaving and only getting a cool and calm "That's right" in response in their first interaction (he pays this back at the end of their time together in this film). He storms out and she follows him to argue in the hallway. Han is literally walking away here, and Leia has to run to catch up. An encounter with a bounty hunter is his excuse.

The camera cuts to a close up of the two just as Leias says "Han we need you". And Han shoots back with "What about you need me?". She doesn't know what he's talking about. Leia tries to keep the conversation professional, but Han wants the discussion to be more intimate. The use of close up emphasizes the emotional vulnerability.

A wipe edit reveals the next scene, of our similarly bickering robot duo (they fight because they love). Note again the use of natural lighting and heavy shadow. Nearly 3/4 of this frame is entirely in the Dark.

They are all worried about Luke. Han's plans to depart are never mentioned again after this, because he cares too much about finding his friend. Echo Base workers tell him "The temperatures are dropping rapidly" and Han (using his famous point) says "That's right and my friend's out in it". He is risking his life to save his friend. "Your Tauntaun will freeze before you reach the first marker" he is warned "Then I'll see you in Hell!" again his own wellbeing is secondary to that of his friend's. This is a major theme of this film.

Soon we see the Wampa's lair, first cutting to an image of bones scattered in the snow, the camera pans to the right to reveal...

... Luke hanging from the ceiling. His fate seemingly sealed, his lightsaber on the ground, just out of reach. Light seems to be pouring in from outside, a contrast to the dark shadows of the cave interior, much of which is foregrounded in the camera.

Now we see Luke using the force in a way never seen before. He struggles in vain to physically reach it, as the soundtrack ramps up the drama. Then he stops and calms his mind, allowing the force to flow through him. We see that using the force is not a physical thing requiring effort, but mental acuity.

Han travelling to find Luke. The background around them is almost a featureless void of white, demonstrating the enveloping threat of the snow storms.

Han braves the strange icey planet looking for his friend.

A Rebel soldier notifies his captain (John Ratzenberger of Cheers fame) that there is no sign of Luke or Solo. The captain quiets him during the report and glances over sadly at Leia while the bad news lands. When even her co-workers know how much they mean to her, that's when you know she cares deeply.

They notify her that the shield doors must be closed, there is nothing more they can do. She nods, defeated, looking down.

We cut to Chewie, also looking defeated. He lets out w howl of pain as the doors shut.

Now we see our second new force power. With Luke in danger of certain death, Obi Wan's force ghost shows up, directing him to learn from Master Yoda. Luke reaches out for Ben, just as he did for the lightsaber, and just as then, his salvation is pulled towards him. This time it is Han Solo, riding up as the ghost of Obi Wan fades from view.

Han grabs Luke, pleading "Don't do this to me", and Luke rouses back to health. Han Solo here performs the task Obi Wan once performed, of rescuing the knocked out Luke from the local wildlife. This is why visually Han comes from Obi Wan's projection. This is also part of why Luke is calling "Ben, Ben" over and over. Is he in a force trance? At any rate, Han is being compared to Obi Wan, and we all remember how attached Luke was to him in the last movie. He was practically family. All this reinforces the growing closeness of our heroes.

A dramatic shot of the Tauntaun from below as he writhes in pain.

And collapses, in a wonderfully captured bit of stop motion animation. Upon collapse we see the creature breathing its last breaths.

Han Solo is here using a lightsaber to save Luke. Could he be any more Obi Wan? Also, this is the first shot of a non-force user wielding a lightsaber, confirming you don't need the force to turn it on.

The camera does a very deep zoom back, shrinking Han Solo into a tiny point, the sound of wind overtaking the soundtrack. As he builds a survival camp, we see him enveloped in a field of blue. The blue tells us this is a place of sanctuary. Soon the blue fades to white and in an expert crossfade white fades to...

This awesome Rebel spaceship, the first we have seen of theirs all film. It swoops in from behind in an impressive composite, on a clear day, overlooking the previously stormy area. We instantly know that our heroes will be seen in this weather, and that is reassuring. Just from the imagery of a spaceship swooping in, we know that they are saved.

"Good morning! Nice of you guys to drop by!" Han sarcastically says in response to the Rebel patrols looking for survivors. Zev Senesca is the pilot who breaks out into a grin at the sound of Han's voice. He's glad to find him too.

Solo waves to the ship which files in from the left and exits frame right.

The editors used a wipe here to take the scene indoors back to the Echo Base. Note how the wipe follows the trajectory of both Han (down) and the spaceship (right). This is a harmonious wipe.

We watch a very well composited effects shot, with people in the foreground and background, as the spaceship enters the Echo Base from the right and leaves to the left.

Another wipe tells the audience we are going further inside Echo Base. This wipe, again, follows the direction of the spaceship.

This beautifully composited image is almost like a Renaissance painting or something, the glowing light emanating from inside Luke's medical tube. Like a scene out of the Bible or something. Note that the medical robot is blue, which is the healing color, standing for sanctuary. The red pink skin of Luke sticks out here suspended in this tank. The surrounding walls are white and form a semi-sphere. Keep this scene in mind later when we see Vader with his helmet off.

Note: This covers only the first 15 minutes, the rest of the film to come later!
Visual Review Part 2
Visual Review Part 3
Visual Review Part 4
Visual Review Part 5
Visual Review Part 6
Visual Review Part 7
Visual Review Part 8
Last edited:


Feb 21, 2018
Disney gonna take GAF down now. They can't let the memories of these good films still last. Disney must destroy original triology and you must love Rey. Forget the OT and praise the ST.

But great twist at the end that will go down in history as one of the most memorable movie lines in history. This was the peak of star wars and was pretty much downhill from here.
  • Like
Reactions: #Phonepunk#


Sep 4, 2018
ok i spoiler tagged the full movie lol having all those images on one page at once was probably not a good idea. ;)

i'll be watching this on the projector with the volume really loud tomorrow night! maybe tonight as well. last time i saw it was with a bunch of friends, really high, and it was wonderful. the Yoda segment is so nice, and a really cool chill out period, that separates the chaotic opening and closing parts. the movie has such great pacing!

one of my earliest memories is of watching this movie, and Yoda being goofy, and it all reminding me of hanging out with my brothers. the nostalgia is strong with this one. i remember it playing on a tiny TV in the kitchen with mom making lentil soup.

it may be from an accident of my birth taking place in the time period that made these movies, but this imagery holds a mythical and legendary status in my psyche. and that of millions of others as well. the great myths of old held such importance because people lived with them as they lived their own lives. the meanings they attached were very real.

there is a part in this movie where Yoda is talking about the force and how "Luminous beings, we are" and it is indeed a stunning revelation, a pop version of religious truth, something genuinely holy and optimistic accepted by an openly secular and cynically capitalist society. a new revelation delivered by a man with his hand in a sock! imagine that! its almost miraculous how they pulled it off. Yoda could have gone very wrong. instead it turned into this spellbinding thing that obsessed the world for nearly half a century.

i think this movie holds a lot of truths for a lot of people. i'm looking forward to hearing stories from everyone about relating to this movie!
Last edited:


Sep 4, 2018
uh, well i run out of images pretty quickly, lol. it seems there is a 50 images limit per post. oops. it seems like i need to be separating the full film visual overview into a series of posts.

here is the second part of the Visual Review:

Luke awakens from his stasis to find himself surrounded by medical robots. This could be taken as foreshadowing of his relationship to Vader, which is furthered later on with more body horror, as he has robots replace his hand. Luke's transformation to Vader-like cyborg may have begun here had he continued down the dark path.

We have a screen wipe from top to bottom, following Luke's trajectory as also he exits the medical tube out the top. We come to a new interior scene, with Luke dressed in clean white robes and in a clean bright room, indicating safety.

C-3PO expresses his joy at Luke's recovery. Previously the two robots were coldly discussing his chances of survival, now there is an outpouring of emotion, symbolized by the dramatic use of red in this shot. Even 3PO's eyes have a red tint to them out of compassion for his friend.

His friends all lean in to say they missed him. Chewie is bending down to get closer to their friend.

Han turns around and we see Leia has been behind them the whole time, his shoulder looming in the foreground. She's still trying to figure this guy out.

Han Solo cock blocking Luke here, he's hitting on Leia right in front of his friend, who is kinda mad about that. Luke rolls his eyes at the douchbaggery.

Leia still doesn't buy Han's lines, so he gets close to Luke again and talks about her.

Leia, incredulous, steps in. She does a power play where she cuts in where Han was with Luke, making him stand up and cross his arms. Then the famous kiss. Which, when this movie was released, and for the next 3 years, was a kiss between two strangers.

This scene is pretty funny. Leia stares straight at Han before and after the kiss, she is clearly using Luke, but Luke doesn't care. He folds his arms up while Hans is down, he's doing a faux Han move here, borrowing some of his charm. lol.

The characters hear something on the intercom and exit through the door in the center of the frame. There is a wipe that grows from the center and takes us to the next scene. This is the interior command center, which is mostly lit from below, and from screens and practical lighting. The lower use of artificial lights enhances shadows and also the gravity of the situation. We went from a mostly white scene to a dark one, signifying a shift in tone.

Echo Base control center, our characters mostly in dark and lit from practical sources. Despite the presence of lights above, our characters seem to be lit from the screens below.

The standoff between Han and Chewie and the Probe Droid is almost like a western shootout. As the droid is distracted by Chewie in the distance, we see Han Solo pop up behind a rock and land the death shot.

Back at Echo Base, everyone is leaning in to hear what's up. Everyone is getting more and more worried, indicating it's time to leave. Fwiw i love the lighting on Leia's face here, it is masterful.

Once the Rebels realize they have been discovered, we wipe to outer space, and the first performance of the grand Imperial March blares on the soundtrack as we are re-introduced to the power of the Empire. This is a grand introduction, first showing us a field of stars with 6 or so Star Destroyers. The radio tower of one dramatically sweeps into view.

A huge shadow slowly falls across the front of one of the Star Destroyers. In the distance we still see ships in full light. What would be big enought to cast a shadow across an entire Star Destroyer?

Soon we see, and witness from below a far larger Super Star Destroyer (that's what i called it when i was a kid, i guess it is technically a "Dreadnaught") easily eclipsing what we previously considered itself to be a large ship.

Finally we have a full shot of the Executor, Darth Vader's personal ship. Even more angular and striking than the old ones, with an eerie red glow coming from the engines.

The Imperial March fully blaring, we finally see Darth Vader, from the back of his head, almost suspended in this field of stars, the ships in front of him. These are things he commands. He dominates this arena, as is communicated visually here. His helmet is as big as it is on the early posters, where Vader was artfully portrayed as a gigantic fearsome face in space, with the Empire's ships and implements of destruction in front of it.

We cut to a much wider shot, showing us the full interior, where Vader's dominance is no longer quite as apparent. Though central, he is one of several other figures on the bridge. Unlike our heroes, who are introduced in naturalistic locations, they are surrounded entirely by machinery. This is a common theme in the OT: Vader, forever trapped by machinery.

As Vader walks back to check in on the results of the probe droid, Vader's men look up, shot from above. They are all looking upwards at Vader, and the shot indicates a position of domination and even fear (the look on the second soldier here). This shot is like a horror film, you only sees Vader from behind, just a black cape of darkness blocking out these men from above. He is like Dracula or something.

Vader swoops in from the side upon his commanders. Admiral Ozzel (left) looks at him almost in horror and they relay their findings.

Vader's first close up (at 20 minutes in - what a build-up!) is one of realization, in a film that has him going through many realizations of his own. he takes one look at the screen and says "That's it! There rebels are there." his force intuition instantly and without question leads him to comprehending the truth, in comparison to the more hesitant Admiral Ozzel. Ozzel even argues with Vader that it probably isn't anything, but Vader's word is final. Right away we have a demonstration of Vader's military authority. Always, the men look scared of Vader. He is a monster.

Admiral Ozzel glares at Admiral Piett, and this single look tells you everything. He knows they both just signed his death warrant, which is why he argued against it, and he probably wishes his subordinate had never located them. He shakes his head at Piett when leaving. Hey we got some subtle military drama in own big flashy space opera.

Chewie inside the Falcon, with the emotional red light, in the heart of the Falcon. This is the first time we've seen the interior and this is a warm image setting the stage for what will home for our heroes for much of the movie.

Han Solo is working on stuff on top of the Falcon. At one point he comedically starts a fire and there is a moment where his head is in the smoke (clouds). He yells in pain at Chewie to stop it. Foreshadowing at the very least our plot-convenient mechanical problems with the Falcon.

Luke is dressing in orange, which is an action color. This indicates he is going off to do some actiony shit.

Luke gives Chewie a neck scratch before they all head out! You know he likes that! This is a scene of true love between friends. This is a shot of pure innocence. It is the last time Luke will see Chewie until the end of the movie, when it is under far less happy circumstances.<3

The camera pans up to reveal Han, still up on the Falcon, looking down on his friend. This is the last time they see each other for the entire movie! As such, it is kind of poignantly awkward. Note his framing, how he is leaning on a sharp edge, his body framed by mechanical parts, all kinds of sharp lines everywhere. Note the lack of color in the shot. More foreshadowing.

Luke, on the other hand, is down on Earth, with Chewie nearby, and glowing red light of emotion behind him. An image of love. A fond farewell between friends.

a close up of Han as Luke leaves shows him with a morose, sad look on his face. a premonition of bad things to come?

Inside the Echo Base, the Rebel commander announces "Prepare for ground assault" and a triangle wipe (the shape of a Star Destroyer) cuts him in half, Empire spaceships filling the screen.

This is a great shot, with the Executor's bright red engines casting a strong diffuse glow. The ships are giant and visually overtaking the tiny planet. This is the kind of perspective you would use in a submarine or naval war movie, only with giant spaceship ships.

We cut to Darth Vader, in his chamber, which is quite similar to the medical chamber that Luke was healed in. General Veers addresses Vader, who is once again isolated, imprisoned in mechanics, and visually separated from the men he works with.

Vader talking to Veers from another angle. This uses an extremely close over-the-shoulder view. Vader is still separated from Veers as he looks out from his mechanical lair. This is almost a horror movie shot.

Great shot of Vader as he scolds his Admirals for flying in too close and alerting the Rebels of their presence. Note the great mood lighting and touch of red in the background.

Ozzel pays for hist mistake, and his earlier fears are proven right. Here he is killed while Vader promotes his successor right in front of him, all while on video chat! This is a demonstration of Vader's terrifying power that seriously one-ups his choking capabilities as seen in the first movie, as well as shows us more of the power of the force. We have now been shown that people can use the force over great distances.

Leia in command as she tells her pilots the plan. Everyone is dressed in the orange action color, encircling her, while she remains dressed in white. All eyes are on Leia as she informs them of the battle plan.

A threatening shot of a Star Destroyer making its final move to Hoth.

Onboard the Star Destroyer, the enemies as seen from behind. Note the triangular windows; triangles are a common Empire shape.

Down on Echo Base the Rebel commanders, by comparison, are all facing the audience. Note the use of red here that is lacking in the previous shot. This is a chance for the Rebels to successfully strike. Also note the line on the star charts leading down from Commander Rieekan to Leia, which terminates in a circle right in front of her. It almost gives her a halo.

The Rebel ship is able to escape. This ship has blue engines, in contrast to the Executor's red.

Rebels successfully fire on the Star Destroyer. The fearsome grey triangle shows flashes of color as it is disabled.

The first shot of the AT-ATs has them tiny and in the distance. Building anticipating for their entrance.

Rebel troops getting ready to address the threat.

We get our first real glipse of AT-ATs through the viewer, which gives them a stretched, alien look (all the odd writing driving this home).

Before we see them, we cut back to Echo Base. R2 provides an easy comparison: here is a small little droid rolling around on 2 feet compared to those giant quadrapeds. A bit of snow from the cave falls on him and he gives a comical beep in complaint before turning to the camera. One last bit of humor before the shit goes down.

Close-up of a rebel pilot loading out, from a cool montage.

Our first shot of the iconic AT-ATs, which last several seconds and ends with the closest one firing a shot. Right away they are a threat.,
Last edited:

Old Retro

Dec 17, 2019
Fucking yikes this makes me feel old! This is one of the very first movies I remember that had a massive marketing movment and it lived up to the hype. I remember which theater I saw it in. :messenger_halo: Also saw the rerelease in the late 90s the first day it was out.
  • Like
Reactions: synchronicity


Jun 13, 2013
I still prefer A New Hope for it's more straight-forward adventure story... but damn if this film didn't establish the Star Wars Universe in a big, big way. Sequels often try to "go big" and expand the mythos, and most fail. Empire is the rare sequel that completely understood what we loved about the original, and so was able to expand upon on it in meaningful ways. It's amazing how much of a departure it is from A New Hope, and yet how completely natural of an continuation it feels almost in spite of itself. One of the best sequels in all of story telling - period.

Edit: almost forgot to include this amazing piece of nonsense:
Last edited:
  • Like
Reactions: #Phonepunk#


Jun 14, 2019
The greatest Star Wars movie ever made. It was such a leap forward from the first film (which I still enjoy) in terms of effects, production design and of course, the writing. The new environments such as Hoth, Dagobah and the Cloud City of Bespin were great and helped set the stage for some great set pieces. And the new characters they introduced, such as Boba Fett, Lando, Palpatine and of course Yoda, were great additions to the story and helped expand the lore of George Lucas' space opera.

And that ending with probably the greatest twist in the history of cinema? How the hell can you top that?

I will always rank this film as one of the best of all time.


Sep 4, 2018

Great shot of Luke flying with other Rebel fighters alongside him. "We're on our way" he says. Lots of forward momentum in this shot.

Rebel fighters fly over the trench in a nice composite of live action and miniatures.

Dak states there is a problem and the camera cuts to this bizarre behind-the-shoulders shot. We see the AT-AT but no human faces are visible, we only see their helmets from behind. Subtle foreshadowing that Dak is in trouble.

Interior cockpit shot of the attack.

A classic image of three walkers, with spaceships flying and shooting between them. The use of close-media-far distances and the mountains give us a good sense of scale. It is very easy to take one look at this and have a sense of how big everything is.

After Dak reports another malfunction, we see the same shot from behind, except the action is getting more intense. The red lights of laser fire fill the cockpit. Soon after, Dak gets taken out.

Luke flies between the legs of this walker in another stunning effects shot. We can clearly see how the AT-AT is dominating the small fighter.

A Rebel fighter flies over the battlefield as we see people run across.

Inside the AT-AT looking down on the battlefield. The lasers come across the viewport, making the enemies see red for most of the battle.

The silly tiny Vader hologram. At the very least this first establishes the use of holograms before a later reveal.

The AT-AT collapses, kicking up snow for visual effect. Wonderful positioning on the head and legs here.

Inside Echo Base, the camera is shaky, and our previous easy visual layout is replaced by this, the characters messily framed with lines and window panes. They are no longer looking at their data. Leia gives the order to evacuate.

More shots of Han Solo working on the Falcon! Even as the base is evacuated, we see them still working on her. More foreshadowing mechanical problems.

C-3PO says a farewell to R2, who is lifted up into the X-wing. This is similar to Han & Luke's good-bye, where Han was up above and Luke down on the ground level.

Shot of the ground battle.

The first appearance of the faster "chicken walker", which quickly makes its way across the snow as a regular AT-AT fires in the foreground.

The next shot introduces more new Empire stuff to us, as we see Veers give orders to a snow trooper.

Luke dives on the ground to avoid being stomped by an AT-AT. His orange suit makes him easy to see and highlights him against the snow in a way the other soldiers are not.

Han ventures down a shadowy hallway, like the one we saw him arguing with Leia in earlier. Where that movement was right to left, this is left to right, so we know he is looking for her, rather than running away like he did last time. The look on Han's face tells us things aren't going all that good.

Inside the command center, the usual lighting is gone, everything is a mess, frayed wires are everywhere. A flash of red light hits as the intercom announces "Imperial troops have entered the base".

Leia still giving orders as Han leads her away. She orders full evacuation. C-3PO in the background is through with all this!

The results of Leia's last command; Rebel troops getting the hell out of there.

Luke takes out this AT-AT from below, and it explodes in green flame, and falls over sideways. Slightly comical, this is different from the first AT-AT we saw come down. Hey this is a pulp action movie, it's fun to see big things go boom in different ways.

View from the AT-AT cockpit, now with the viewport full of fleeing Rebel soldiers. The Empire is getting closer.

The Imperial March announces the arrival of Darth Vader. He quickly swoops into the command center that Leia left just minutes ago. The place is destroyed and evacuated at this point, but you have to amire Vader's direct approach. The first Empire ground appearance at Echo Base has Vader going right to the heart of the operation.

The door that Han and crew enter which leads directly to the Falcon is marked with a red light.

Great shot of the hangar with our heroes racing to the Falcon. They form a perspective line leading our eyes to the red light at the center of the frame, where the Falcon is.

Cut back to Vader, with more Imperial March, as a fearsome black silhouette almost entirely in shadow.

Here Solo tries to get the Falcon working as a skeptical Leia looks on. The interior of the Falcon uses soft diffuse lighting. You can see a glow around the many little lights. This makes the place kind of magical.

The green light on Han's face tells us his machine is working, he is in command. The Falcon finally starts working at this point.

"Punch it!" Han says to Chewie and they take off, the kind of language a drag racer would use in American Graffiti. Note that they are leaving from right to left. The whole battle is shot this way: AT-ATs come in from the right to the left, Rebel fighters attack from left to right. The Rebels only start running to the left when the evacuation order is given. We are in retreat (where we will be for the rest of the film, remember the Empire striking back).

Vader looks up as the Falcon takes off.

The Falcon leaves Echo Base, entering the white light at the center of the frame (surrounded by chaos), visually promising stability & safety.

Cool ground shot of Luke seeing the Falcon depart. Next time he sees that ship will be when Landon is rescuing him from beneath Cloud City.

Luke's X-Wing leaving Hoth. He banks left, signalling his character is about to "take a left turn" rather than joining up with the others.

Nice, calm, centered shot of Luke, as he tells R2 he won't be meeting up with the others but going to Dagobah instead. His eyes have purpose in them.

As Luke leaves there is a flashy spiral crossfade and we see a Star Destroyer attacking the Falcon head-on. An awesome shot.

At this point it's almost entirely gorgeous space battle effects shots. The Empire is coming at them strong.

The maneuverability of the Falcon is a clear advantage, as we can see the bulky Star Destroyers getting in one another's way, the tiny ship zipping around them.

Leia turns around to give Han (and the audience who she is looking towards) the bad news: "Asteroids!"

The Falcon close-up in the asteroid field. Note the use of motion blurring across the various objects. This helps sell the effect.

I grabbed this shot at the right moment! A TIE Fighter explodes and for a quick fraction of a second we see the pilot being ejected into space.

Two TIE Fighters chase the Falcon across the large asteroid.

The first use of the famous sideways maneuver. The Falcon will be shown flying through things like this in every future movie.

As they fly inside the "cave" the lighting darkens a bit. Everyone gets a worried look on their faces.

The Falcon enters the dark cave by flying right...

...while a wipe shows Luke entering the bright planet of Dagobah by flying left. Two ships going in different directions from one another.

Upon crash landing in Dagobah we immediately see local plant and animal life. The X-Wing, tiny in the frame, is a machine (like R2) swallowed by the organic planet. The visuals tell us that the usual technological tools won't work here.

Luke peers into the water, scared that R2 might have been eaten by some unseen reptile. Thick fog makes it hard to separate the land from the water.

Establishing shot of the Executor on patrol.

Admiral Needa attempts to hide his disgust at seeing Lord Vader with his helmet off. This is a repeated theme, of the Empire's men fearing or being sickened by the sight of Darth Vader. To them, he is a monster.

The first shot of Vader in the flesh, confirming there is a human underneath the helmet, and it's not just a robot. This movie, far more than the last, is blowing the lid open on the Darth Vader mythos.

Vader tells him to push through and continue the search. As usual, he is framed by mechanics, and visually in isolation from his subordinates.

Back on the asteroid, Han and Leia get close (after turning down the lights). Good use of asymmetrical framing here, both characters are off to the right, emphasizing the closeness.

Solo laying on the charm/smarm. An incredulous Leia looks up. Note all the red lights around her.

Han leaves and Leia vents to herself about him. Her cheeks are flush with red, as if blushing from excitement. More red lights behind her.

Back on Dagobah. Lots of shadowy foliage and vines in the foreground, framing Luke, just as the organic creatures trap him in this place. He ventures out from his broken spaceship and into the mysterious surrounding wilderness.

More wilderness framing Luke and R2, who are quite far away in the field of view. This shot lingers for a while, subtly suggesting that someone may be watching from behind the trees.

The power generator Luke hooks R2 up to casts an orange glow.
Last edited:
Aug 16, 2012
North West, UK.
The stakes are raised and the good guys lose. For those simple ideals in a movie plot it handles so masterfully. I try not to get invested in Star Wars anymore since it's a sinking ship but the quality and passion this movie brings forth cannot be ignored. I'll always love Empire Strikes Back.


Dec 16, 2011
Fucking yikes this makes me feel old! This is one of the very first movies I remember that had a massive marketing movment and it lived up to the hype. I remember which theater I saw it in. :messenger_halo: Also saw the rerelease in the late 90s the first day it was out.

That was my first thought - "I must be old" lol.

Super Mario

Nov 12, 2016
Imagine if it came out today. "Too much humor. Not enough character development of Lando. Pacing is way off"


Sep 4, 2018
A collection of my favorite screengrabs from the second 20 minutes of the film.

the above shot of the Falcon exiting the canyon at the end of the asteroid chase takes place right before the 40 minute mark.
  • Like
Reactions: Tesseract


Dec 2, 2010
Man the cinematography on the this movie is better than i remember.
I spent my youth watching it as a beta recording of the full screen version off tv. So yeah watching it in a theater or the 4k version still blows me away everytime. Such a fantastic film that's easily the best of the franchise and one of the best films of all time.
Last edited:
  • Like
Reactions: #Phonepunk#


Sep 4, 2018
Imagine if it came out today. "Too much humor. Not enough character development of Lando. Pacing is way off"
i dont know about those complaints

movie doesn't really have too much humor. so i dont get this complaint. is this a stealth ST defense? hah

Lando is pretty developed. there is a lot to his character. the dude is introduced as an "old friend" of Han. then we find he is a city administrator. he takes us around, we marvel at the heaven he created. then we are shocked to be betrayed by this guy. then we learn he has been compromised and was forced to choose between the safety of his citizens and his friends, he had no choice. then he activates his secret plan to try and save them at the last minute, turns out he want to do the right thing after all. then he ends the movie personally retrieving Luke Skywalker from certain death, co-piloting the Falcon with Leia. that's a pretty badass and heroic arc if i say so myself.

as for pacing, the pacing in this movie is incredible. it opens with a slow build up to an intense ground battle, then moves into a space battle, then chills for a bit on Dagobah/Cloud City, all before climaxing at the exciting end. it starts and ends exciting with some nice hangout time in the middle. what more could you want?
Last edited:


Sep 4, 2018
this is the first time we see Yoda. Luke is talking to R2 saying "This place gives me the creeps. Still, there's something about this place. Feel like..." Yoda butts in "Feel like what?" Luke spins around with his blaster pulled, "Feel like I'm being watched." this is Yoda's very first appearance and the first words he says are teaching Luke to question his feelings.

Yoda's head is down, he makes a humble plea for peace. "Away put your weapon, I mean you no harm."

He lifts his head and peaks out, showing he is not as scared or vulnerable as he pretends to be, asking more questions of Luke. "I am wondering, why are you here?"

Luke has this vacant, slack-jawed look. he is no longer certain of his purpose. Yoda keeps throwing these Zen koans at him, questioning what he is doing. "I'm looking for someone".

Yoda shifts his stance from left to right for a full reveal. he answers Luke with another question. "Found someone you have, hmm??" Yoda laughs as Luke voluntarily disarms (both literally and metaphorically).

the ensuing comedy that plays out between these two is simply magical. the fact that they pulled this off deserves celebration. the combination of puppetry and computer programming and set design and Mark Hamill acting alone in a swamp filled with living creatures for months on end, all of it coming together to deliver a believable world that forms the emotional heart of this movie. that is incredible filmmaking.

Among the final scenes to be shot were Luke’s training on Dagobah. The practical effects that brought Yoda to life were brand new at the time, a feat of skilled puppetry, but also gears, and motors that would often require tinkering on set, Hamill says. “We had rehearsals with Frank [Oz], and I had no trouble believing [Yoda] was real because he was real to me. You wanted to believe. And Frank and his crew, Wendy [Froud] and Kathy [Mullen] were so talented. But it was lonely, because they buried them in their trench when they were shooting. I didn’t see them really until in between takes when they would come out.”

To complicate matters, the earpiece that helped Hamill hear Oz’s vocals while the puppeteer was down below would accidentally tune in to the local radio station. “The earpiece worked fairly well. The trouble was, depending on what position you were in you could pick up radio waves and all of the sudden you’d be hearing Top 40,” Hamill says. “The two songs I remember was ‘Fool to Cry’ by the Rolling Stones and ‘More, More, More,’ that disco song.” Hamill briefly breaks out into song. “’More, more, more! How do you like it? How do you like it?’ The first time it happened I sort of giggled and broke and Kershner said, ‘Look, it’s really important that you don’t do that,’ because Yoda, I mean, we keep calling him a puppet but at the time he was a really sort of elaborate electronic prop that had never been tried before. He was in constant need of upkeep. He would break down. He would blink, his ears would move, and then, of course, Frank brought him to life. But if the electronics failed, he would have to go back up to Stuart Freeborn’s lab and be tinkered with.

“You’d hear ‘Many years have I….Ooh, daddy you’re a fool to cry,’” Hamill says, his voice blending from an impression of Oz as Yoda to Mick Jagger singing. “[Kershner] said if that happens again, which it did, just keep a straight face so we can get usable footage.” Hamill learned to watch Yoda’s mouth, unspooling his next line when the puppet paused. “It could be extensive. Sometimes you’d hear the radio for 30 seconds. And you know, from then on it was a real challenge, but we got it done.”

And when the hero prop was in the shop, Hamill could continue filming his own lines with the help of a pair of simplified decoys. “There was a stunt dummy Yoda that they would use. Any time you see me in a single [shot] without him in it at all, I’m usually looking at a stick with a piece of tape on it for an eye line. And a lot of times they used the dummy one if it was over Yoda’s shoulder onto me because it was inarticulate, but the back of it looked the same as the proper one.”

in many ways the practical realities of physical filmmaking left their own mark on the film. for one, the Yoda puppet was getting dirty from the set. the mud and dirt of Dagobah was literally a part of him, which no doubt helped him more easily blend into the environment.
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.”

Last edited:


Aug 7, 2018
Though I love the original stand alone Star Wars more I've got to say Empire is better shot, acted, edited, hell better in almost every department. It's great, though when I first saw it at the cine I was a bit bored...

For me it shouldnt really work because it takes itself way more seriously than the first film. You have to like Star Wars for it to work, and if you do it's a masterpiece. Despecialized edition all the way. Going to watch all 3 tomorrow.


Sep 4, 2018

Yoda's head is down, he makes a humble plea for peace. "Away put your weapon, I mean you no harm."

He lifts his head and peaks out, showing he is not as scared or vulnerable as he pretends to be, asking more questions of Luke. "I am wondering, why are you here?"

Luke has this vacant, slack-jawed look. he is no longer certain of his purpose. Yoda keeps throwing these Zen koans at him, questioning what he is doing. "I'm looking for someone".

Yoda shifts his stance from left to right for a full reveal. he answers Luke with another question. "Found someone you have, hmm??" Yoda laughs as Luke voluntarily disarms (both literally and metaphorically).

Close-up on Yoda as his ears wiggle.

Yoda comes closer to join Luke and R2, and is lit by the orange light of their power generator.

R2 looks on, covered in dirt and mud. A reaction shot from a droid that must be puzzled at this tiny creature ransacking their stuff.

Yoda going through their stuff with his butt sticking out. He probably doesn't see a lot of people living in this swamp. We only see a bit of Luke, emphasizing their height difference.

At the namedrop of "Jedi Master" Yoda's ears perk up and he stops acting like a lunatic and instantly takes a serious demeanor. Note how R2 is between Yoda and Luke, as a witness. Luke is holding his lightsaber, which is in the foreground.

Another close up on Yoda talking about himself in the third person to Luke. "Take you to him I will. But first, let's eat." The lighting here is great, look at the specular reflection on Yoda's eyes. This is an effect that helps give him a lifelike appearance.

Nice wide shot of Yoda walking into the distant swamp to signify his exit from the scene.

Luke ponders whether the trip was worth it, with R2 in soft focus in the background.

Luke turns to R2 for commiseration, and the camera focuses on R2, with Luke in the foreground going into soft focus. A neat in-camera trick.

The next wipe is a circular one that ends on R2 (almost like a Porky Pig cartoon) and crossfades into the next scene on the Falcon. Note how the two circular shapes are placed next to one another for visual balance.

As one droid takes us out of the scene, another brings us to a new one. 3PO walks up and occupies the space where R2 once stood, Han in the background.

Leia working on the ship's mechanics. Note the mechanical bits in the extreme foreground to the right of the frame.

Extreme close up, we can see the look on Leia's face is not a disapproving one. Note the nearly 1/3rd of the frame that is blank space, which is used to emphasize the two character getting closer.

They are interrupted by C-3PO, and the camera cuts to a much wider span. The characters are all shot from below, adding a kind of comedic framing to the preceedings.

While Luke goes to meets Yoda, Vader goes to meet the Emperor. Next we cut to the Empire's fleet, which is still being pummeled by the asteroid field. One asteroid smashes into the antennae of a Star Destroyer.

Inside the ship we see three commanders addressing Vader, the leftmost has his hologram dissolving, he must be the victim of that asteroid we just witnessed. Nobody says a thing or even reacts.

We cut to an alternate shot of the hologram, so we can see Vader. I believe this is the first time we have seen a hologram from behind, confirming that these are meant to be 3-dimensional holograms.

An establishing shot of the Executor without any other ships sets the tone. Note the eerie red glow of the engines.

Most of the film people have been looking up to Vader, in deference to his authority. Now, he kneels down, in order that he can contact the Emperor. The circular hologram pad lights up as he approaches, seemingly it reacts to Vader's physiognomy.

We see the Emperor for the first time. Unlike previous holograms, which were small (Leia, desktop Vader) or lifesize, the Emperor is huge, larger than life. Note the use of red and blue in the set design, as well as shadows. The lights seem to be pointing up, and the shadows near Vader's head almost suggest cosmic rays or something.

The original appearance of the Emperor. This unsettling look was a composite image created from an actress and the eyes of a chimpanzee.

Vader kneels down to end his conversation with the Emperor, the same way he initiated it. So far the Emperor sees Vader unlike anyone else in the Empire -- he looks down on him. Vader's relationship with the Emperor is defined by subservience. Note that the wipe to Dagoba that follows the motion of Vader's downwards kneeling.

Another droid introduces us to a new scene, as R2 stands on his tip toes trying to look into Yoda's tree hut. Inside there is an orange glow, something's going on. The imagery makes us want to know what it is.

Now as seen from inside, R2's red eye framed in the tiny window, a bunch of rain pouring down on his head. This is adorable silent comedy, here R2 is a cross between Charlie Chaplin and Dennis the Menace's dog.

Yoda's hut is small and cramped, which is emphasized by the tight framing. Luke is several layers within, doubled over because the ceiling is so low. Dagobah is a place that is not meant for regular humans like him. The walls are bone white, maybe a dry analog to the interiors of Echo Base. The white color indicates a safe place. A table is in the foreground featuring a live snake and there are two windows, one to the left with a blue glow featuring R2 and his red eye, and one near the center of the frame, with Yoda hunched over in a small, lit cubbyhole, preparing soup. The many sources of light give his place a magical tone.

At first they do not see eye to eye, this is literalized in this shot. Luke is looking away, wondering if he wasted his time. Yoda is looking down, talking to Obi Wan.

Obi Wan answers back and the two of them look up. Now, Luke is looking to Yoda, his interest has been peaked.

Luke realizes this is Yoda, who is in heavy soft focus in the deep foreground. Luke's mouth is open every time Yoda blows his mind.

Close-up on the fully revealed Yoda. Note the lights in his eyes, giving life to the puppet.

Yoda turns around, talks of "looking backwards", he is thinking about Obi Wan. Here we have Yoda reflecting on his past with Obi Wan, a little bit of Clone Wars backstory.

Luke says "I'm not afraid" like the clueless kid that he is.

Yoda, in a shot that is somewhat creepy and unsettling, says "You will be. You will be." imo it is because this is the first time we see his teeth, and it looks odd. the baring of teeth is an aggressive signal, so this image is meant to frighten Luke.

Luke reacting to Yoda's warning.

A circle wipe that momentarily has Luke's face turn into the planet that the Star Destroyer is flying towards.

The Star Destroyers shoot at asteroids, providing colorful videogame-like explosions.

Two TIE Bombers carpet the large asteroid where Han and friends are hiding own. This is a very harmonious composition. The explosions are blue alongside the ships, and the two bombers are tilted at angles that give a nice visual harmony. The skyline of the asteroid cuts the frame nearly in half horizontally, leaving neat jagged edges that suggest it is an ancient piece of rock.

The Falcon in hiding, with some fog rolling along the ground. This is classic sci fi tv show stuff, only here, it looks very nice indeed.

Inside the ship, Leia is bored, indicating they are in no danger. The lighting is similar to on the Hoth base, lights mostly coming from the displays, switches, and buttons on the onboard computers.

They venture outside briefly into the deep fog. Look at the atmosphere here!

The Mynocks and Han's blast disturb the space beast, and in classic sci fi pulp fashion, they induldge in a little classic "rocking the spaceship" segment, Harrison and crew getting in some quality tumbling around acting in here. He (symbolically & literally) reaches out to Chewie for support in this shot.

Flying out the mouth of the beast.

A close call. This is a very simple effect, just a hand puppet, but the storytelling makes it work. I love the stars in the background - you can still clearly see the asteroid belt.

Back on Dagobah, Luke is in full training mode with Yoda. I love all the vines in this shot. At one point a winged creature that looks like a small dinosaur flies through the scene.
Last edited:
  • Like
Reactions: Tesseract
Aug 16, 2012
North West, UK.
Imagine if it came out today. "Too much humor. Not enough character development of Lando. Pacing is way off"
Lando betrays them then gets his redemption arc in the space of like 20 minutes. It says a lot about his character when his back is up against the wall he makes decisions he will also regret.


Sep 4, 2018
screengrabs from the third 20 minutes. the whole movie is about two hours long, these shots are from 40:00-60:00

  • Like
Reactions: Tesseract


Sep 4, 2018
it might be another day or two before i can resume the visual review. so far i've gone through the first hour of the movie. the movie is around 2 hours long as that's the halfway point.

what's very interesting is that the scene is the one that takes place in the Dark Side Cave on Dagobah. that scene is smack dab in the middle of the movie, dividing it neatly in half. pretty cool, i never noticed that before.


Sep 4, 2018

great interview with the director of Photography
QUESTION: How do you define your normal lighting techniques?

SUSCHITZKY: Well, I like to think that I change the lighting according to the demands of a scene and the set. In my work the lighting generally always evolves out of how the scene is played and how the set looks. Thus, I am never 100 percent sure of what I am going to do before we shoot. Naturally, I have to know approximately what I am going to do, because I have to plan what's going to be rigged. I think that when you see The Empire Strikes Back, you will see that there are scenes which have hard light and are extremely contrasty, stretching the limits of the emulsion, and some have soft light. Some are lit from underneath, some from overhead, and some from behind. I hope that this apparent disparity of styles will actually bring its own sort of unity to the film and won't create a fractured effect. I actually feel that there is an internal unity to the lighting style, but there wasn't one imposed from the outside that said that we were going to light everything from the right or the left, or that it all had to be soft light or hard, all on a wide-angle or a telephoto. The style varies from sequence to sequence, but I really think that it has its own unity.

QUESTION; Were there any lighting set-ups of a particularly unique character?

SUSCHITZKY: There were some very tricky set-ups indeed. We had one set with a glass tube in the middle of it, with Luke Skywalker suspended in a kind of liquid. I don't know whether the scene survives in its entirety in the finished film, but I had to devise a method of lighting this tube so that it would be very bright and the rest of the scene would be extremely low key—the tube would be the main source of light in the set—and I hit upon the idea of suspending a large mirror halfway up the studio above the set and a searchlight down below. The light from the searchlight would bounce off the mirror, which worked marvelously well until the mirror shattered once or twice, I believe, from the heat of the searchlight. There were other sets which presented their own difficulties.

QUESTION: What were some of your other challenges?

SUSCHITZKY: There was another set in which a sword fight was to take place between two of the characters. When I looked at that set it struck me as being rather like a model for a stage set. In other words, it looked unfinished. It certainly had no walls at all; it was a series of ramps and discs and blackness. I was extremely concerned about that set and I thought about it a lot, about how I was going to make it work and look believable and look dramatic. Then I decided to light the whole thing from underneath, as the floors had been made translucent. In the black areas I placed Brutes and had shafts of light penetrating the darkness. Then the whole set was filled with steam, which made it photographically very impressive, but physically very uncomfortable, since it was like working in a Turkish bath. We were quite high up in the stage and we all suffered for quite a number of weeks, but it was one of those sets which made me fell uneasy before I entered into the shooting of it because it looked so unreal, so unworldly and unlike anything I had ever done before. I was concerned about it looking dull, in fact, because although there seemed to be plenty of material in the set, it was all either on the floor or on the ceiling. The fact is that unless one goes for extreme angles (and you usually can't do that right through a long sequence), the camera is pointing straight ahead and not up or down. There was nothing for the eye to look at straight ahead except blackness, because all the set elements were on the floor or the ceiling. I was concerned about the scene looking interesting and about the eye having something to look at—but, in the end, I think we succeeded in overcoming those problems—all of us working together.

QUESTION: Are there any other particularly unusual lighting set-ups that you can recall?

SUSCHITZKY: I can recall many, but they would not be too unusual. However, I can recall one instance when we were filming inside what we called "Cloud City". I think it comes toward the end of the film, and it was basically a series of corridors and one long hall. Although we had quite a few corridors, one often wants to make a set look bigger than it really is. For example, in one particular shot—where the camera tracked down a corridor, around a corner, up another corridor, and then back into the same corridor—I wanted to make the return into the same corridor look like a different one. So whilst the camera was round the corner, I worked out a series of light changes to be done rapidly during the shot, so that by the time we got back into our old territory, it looked like a new and differently lit corridor. I think the film was full of demands upon the mind like that, which amused me tremendously and made the whole thing much more interesting than it normally would be.

QUESTION: To what extent did you have to plan your work to accommodate special effects?

SUSCHITZKY: I have never been involved in a film with quite so many effects—and half-finished sets which will look finished when the matte work is done at the end. All of that needed very careful planning, because it was quite obvious that my lighting of a part of the set (the rest of which was to be matted in) would commit the matte artist to a certain way of painting his matte, and it required an act of imagination to try to picture in my mind what the thing was going to look like when he finished. In regard to that and the many other complex technical problems inherent in this production, I just want to mention that I was immediately impressed with the seriousness with which George Lucas and Gary Kurtz approached the project—to the point where I have to say that I've never worked with producers who had such thorough technical knowledge of the medium. They were very keen that we should get the best possible result on the screen. They said, "What do you want to test? Which cameras do you want to test?" So I had total freedom to bring in any anamorphic system I wanted—not that the choice is great. I was even approached by one man in this country who was trying to persuade me to use a three-dimensional system, but when I asked him whether it had been used before, he said that it had only been tested in Moscow. I thought it best to put that out of mind for a few years.

QUESTION: In summing up, do you have any final observations regarding your assignment on The Empire Strikes Back?

SUSCHITZKY: Only that I haven't enjoyed myself so much on a film for a very long time. I worked with a director with whom I really got along tremendously, who encouraged me to do my utmost, and so I had a ball on it really, and lots of large toys to play with. What more could one want?

Last edited:
  • Like
Reactions: kunonabi


Sep 4, 2018

Back on Dagobah, Luke is in full training mode, and is framed by some foreboding tree limbs in the foreground. This place still has some secrets lingering about...

Yoda explains the Dark Side cave to Luke. The fidgeting he does with his cane is some interesting work. Also note the backpack that Yoda travels in -- is blue, the color of safety and sanctuary.

Luke's face half in complete shadow as he puts on a jacket, contemplating his coming confrontation with the dark side. Good use of asymmetrical composition here. All that negative space to the right. The fear on his face.

Yoda tells Luke he will not need his weapons. Luke looks back and takes them anyways. He heads into the frame.

As Luke walks into the jungle the camera moves to follow him. A snake nearby provides sinister subtext. The snake is a symbol of knowledge but also of temptation -- see the garden of Eden. We will see many snakes on Dagobah.

Luke peers into the cave, as a lizard crawls his way out. In the very close foreground another snake is moving around. Luke going into the snake pit, basically. Look at how claustrophobic this shot is. Like Yoda's hut, this is not a place meant for humans.

Luke walks further into the cave, with the foreground entirely covered with snakelike vines.

Another snake watches as Luke proceeds. Now there is a mysterious light ahead, signifying some kind of answer just around the corner.

Luke crosses the threshold, his face half in shadow. Note the angular doorway he has just crossed into. So far Dagobah has been mostly rounded, organic shapes, contrasted to the Empire's triangles.

Luke's face is lit up by something in front of him. We don't see what it is at first, we see his reaction.

Now the framerate takes a dip, producing an uneasy dreamlike feel. Darth Vader moves forward through the triangular doorway.

Note the snake, again, in the foreground. He is paired here with Vader. Like the snake in the Garden of Eden, Vader will tempt Luke with knowledge and power.

The practical effects of the sparkles rain down and are reflected in the skin of the snake in the foreground. Despite killing the villain, the camera is still positioned awkwardly behind Luke's back and he is still framed by flora and fauna. This is not his victory.

The Vader helmet explodes to reveal Luke's face. Smoke covers half of his face, the same way darkness and shadow have been used in recent close-ups. A portent of his possible lost humanity?

Luke, looking down, tries to make sense of the image. The lack of anything really visible in the background here puts full emphasis on his reaction.

Yoda is also looking down, contemplating the events, and likely, the past history of the Jedi. There is that blue backpack again, looking very empty. This sequence started with Yoda in that backpack on Luke's back and now he's sitting beside it as his student confronts the dark side. There is some mourning about this image.

An establishing shot of the Executor. Those awesome bright red engine lights.

The bounty hunters are introduced in the distance. We are "in the trenches" of the ship with the officers curiously peaking over at the strange creatures above them.

Admiral Piett cranes his neck to look up at the bounty hunters. Darth Vader is up there, with the other outsiders, and we see his black cape. The framing and placement emphasizes the Otherness, and that Vader is bringing in outside help.

Bossk and other bounty hunters look down on Piett. Shot with an extreme angle from below to imply they are powerful and operate on another level than the Empire stooges below.

Darth Vader pointing to Boba Fett. This is a hint to the audience to keep an eye on this one, who will be doing most of Vader's handiwork for him. Interesting how both of them wear masks.

Boba Fett and IG-88. Boba Fett's green color sets him apart. In Arthurian legend the Green Knight plays a significant role as a competent and deadly warrior.

Green laser beams (the color of Fett) fire at the Falcon.

Similar to an earlier shot, this time with the Star Destroyer & Falcon much closer to one another, and to the camera.

The Falcon gets hit and we see an array of sparks fly off it. The chase is visually narrowing, and cannot go on much longer.

"It's not my fault" Han Solo says as the hyper drive on his ship fails, causing them to try a different plan.

The Falcon swoops very closesly over the Executor's bridge. This is shot from below, down with the other officers, and we can see them looking up at the window. This along with the reactions of the two commanders really sells the effect.

Another shot of the Empire crew. Note how the technicians wear grey -- the same color as the ship. In effect they and the machines they operate are one and the same. Vader and his commanders are literally elevated above them.

Back on Dagobah, Luke in serious training, framed in the foreground by trees and vines. Luke has long since traded his grey suit for green fatigues. Like the Empire crew, both visually through costume design, and through his work, he is blending into his environment.

Luke looking back over his shoulder at Yoda, as his X-wing sinks. The previous time he looked back at Yoda was when he was told not to bring his weapons into the cave. Maybe looking back is Luke's "not believing what he's told" move.

Yoda points as he says the famous line "Do or do not". When characters point at one another in this movie, it is a call to action. Han pointing to Leia early on, Vader pointing to Fett, and now Yoda pointing to Luke.

Luke attempts levitating his X-wing. The position of his hand is interesting - it is not reaching out like with the lightsaber. It almost looks like it is pushing on something.

The X-wing sinking. The angular lines and red squares highlight the foil as it struggles to move in the formless water.

Yoda's wide eyes at Luke's attempt. The puppet work during this bit is wonderful.

Luke sits down, now back on Yoda's level, where he really hasn't been since they were in the hut. Luke has been through much training since but is being humbled here and the visuals show that.

Close-up as Yoda delivers the bombshell mystical talk on the nature of the force. During this, he looks all around, to emphasis the omnipresent nature of the force.

"Luminous beings we are, not this crude matter" Yoda delivering mystical truths. When Luke first arrived on the planet, he kept saying it felt like a dream. Here, Yoda is pinching him, to "wake him up."

Luke stands to tell Yoda he "wants the impossible". This is some interesting framing. When Luke stands up, half his body is out of frame entirely, leaving only the much smaller Yoda on screen. The frame stays on Yoda, which gives the impression that he has the right point of view. Also we have another shot of Luke getting things wrong while facing backwards from the screen (also see him strapping on his weapons when Yoda tells him not to).

Yoda lifts the X-wing, purposefully pointing his hand towards it. The background is uncluttered and there is a lot of light pouring in at the center of frame.

Cool effects shot of the X-wing raising out of the swamp. Again, that light emanating from the trees, lighting up the scene so that we can see all the details of the ship. The light is both literal and metaphorical.

Luke has to touch the ship, for he is still in disbelief. That, of course, is why he fails. Not why he failed (past tense), which would indicate he's learned his lesson. Yoda is trying to warn him that he is not prepared.

Establishing shot of Executor and Star Destroyers. Note how tight the framing is here, the ships are all crammed in there together, leaving little room for the starfield.

A shocking cut to a close-up of Vader's latest victim. "Apology accepted, Captain Needa". His punishment for letting the Falcon evade them.

Darth Vader points to Admiral Piett specifically after saying "Don't fail me again, Admiral". When someone points in this movie, it means something. Vader has Piett's number now. Note how small the commanders look here, with Vader looming in the foreground.

The Falcon hitching a ride on the back of the Star Destroyer.

Wider shot of the Falcon in hiding. Good use of shadows here. Not enough to hide the Falcon from viewers but still enough so that we see how it is hidden in shadow.

Inside the Falcon cockpit we have a tilted "dutch angle" to indicate the awkward positioning of the ship. Lighting is subdued as they are in hiding.

Outside the safety of the ship, we see the large Star Destroyers looming ahead. This movie really gives us a look at these ships from all sides.
Last edited:


Jan 9, 2018
I never noticed how similar Empire and the digital prequels are lit. Many of those interior, space and Dagobah shots are 100% prequel style, but with a washed out '80s film stock look.


Sep 5, 2013
One of my favorite snippets from the film is when some imperial commanders are giving their status report via hologram to Vader on their pursuit of the falcon.

They're giving their report while navigating in the asteroid field and asteroids take out one of star destroyers and you just see the commander brace for something and the feed cuts.
  • Like
Reactions: #Phonepunk#


Sep 4, 2018
One of my favorite snippets from the film is when some imperial commanders are giving their status report via hologram to Vader on their pursuit of the falcon.

They're giving their report while navigating in the asteroid field and asteroids take out one of star destroyers and you just see the commander brace for something and the feed cuts.
yes! this part rules.

  • Praise the Sun
Reactions: TheSadRanger


Sep 4, 2018

The Falcon interior shot at an angle to indicate the awkward way they are attached to the Star Destroyer. Han's face lights up with the color blue as he locates Lando and possible sanctuary.

Leia finally kisses Han for escaping the Empire with this neat trick. 3PO is turned off and in frame so we know he's not going to bust in and cock block the way he does ;-) Lots of red (emotion color) in this shot.

The Falcon floats away and we get an extreme close up of the Star Destroyer's engines.

Slave 1 chases after the Falcon. The Falcon's exhaust is blue whereas Fett's ship is red.

A close up on Boba Fett as he tracks the Millennium Falcon. He has an in-dignified ending in ROTJ and is treated as a meme nowadays but Empire is really where Fett's competence shines. Here he is outsmarting the man who outsmarted the Empire.

Back on Dagobah, Luke sees visions of his friends during an upside-down close-up that brings to mind when Luke was upside down in the Wampa cave.

Luke falls down, the vision more or less knocking him on his feet. Once again, mouth agape, looking to Yoda for answers.

Yoda gives sage advice against trying to predict or control the future. "Always in motion, the future is" warns Yoda. All this echos some of the first lessons given to Luke, when Yoda complained that he "Always looking to the future... to the horizon. Never his mind on where he was, what he was doing".

The look on Luke's face says it all here. It's important that we don't see the vision because what matters most is Luke's reaction, rather than the vision itself. His love for his friends is just too great.

Speaking of which, we cut to Bespin and follow the Falcon into some foreboding red clouds. Even the Cloud City security ships are red in color. "DANGER! DANGER!" the visuals are saying.

The Falcon gets shot at very soon after arriving. More foreshadowing of the trials to come.

The Falcon flying into the red clouds.

3PO looks out the window at the Cloud City security ships.

Another grand vista and our first look at Cloud City. The sun peaking out from behind a cloud, but still, everything is red, red, red.

Han's extremely worried look as he exits the Falcon.

Lando in the doorway here with his cape almost, in a way, looks like Vader. I love the art deco design of the buildings to the left. A touch of blue in the sky (and in the doorway) helps take us down from all the prior red clouds. They should be safe here, but for how long?

A great matte composite shot. Han Solo heads out to meet Lando alone (more foreshadowing?) - you can see Leia and Chewie and 3PO to the side below the Falcon's cockpit. Contrast this to Lando, who struts out with a full crew.

At first Lando gives him hell. Here he is talking to Han who is off to the left of the frame.

The camera switches angles as Lando breaks character and embrace his "old buddy". Now Lando is looking to Han on the right. Two sides to Lando? A subtle visual queue.

Lobot, flanked by a mixed race company of security troops, on utopian Cloud City. Cloud City is meant to be an aspirational, almost TNG-style vision of the future. The architecture is very Flash Gordon and is meant to be a throwback to the Art Deco era. This was a time in the early 20th century when you had art movements like Dadaism and Futurism. There was a lot of angst about technology and at the same time a lot of the earliest pop science fiction was created (first as pulp novels).

Lando putting the moves on Leia. "You old smoothie". Lobot in the background with a red glow around his head. LOL whenever Leia gets hit on, is there always a robot lingering by?

Leia is clearly charmed by Lando, who grabs her hand and kisses it. For all Rian Johnson's self-mythologizing, this movie has way more hand play, stretching from Luke scratching Chewie way back on Hoth to Yoda pinching Luke during "Luminous beings we are, not this crude matter" or this example of classic film romance. LOL at the expression on Solo's face. 3PO, as always, there to witness. Then we have the fall of fur and bandolier of Chewie, all we really need to know he is nearby, protecting his princess. The framing of the arc of their heads going downwards take the eye towards Princess Leia on the left. This is a wonderful composition. <3 <3 <3

Cool, if dated looking, matte painting of the gain entering Cloud City. Note the red hue in the clouds, as well as the blue lights on the city. The blue indicates sanctuary, yet the place is surrounded in the color red. Cloud City is meant to be a Fallen or False Utopia. These colors indicate that visually across the entire film.

Inside, we have a clean, sterile-looking white, plus a gothic archway, and in the distance a chandalier. This is a pimped out city of the future that is as sleek as an Apple iPhone. Nearby we see a technician fiddling with something on the wall -- clueing us in that Lando is an entrepreneur who puts people to work. There are always people going to and fro on Cloud City, it may be owned by an ex-gambler, but it is a dignified, holy place. Note all the trappings of a religious cathedral: the final half of this film is a visual descent from Heaven into Hell.

Walking down the hallway, still shockingly white, with the blue light of a sci fi random cool thing in the middle of the hallway. It looks like somewhere to save your game! Note the eerie orange lurking in the distance.

This is such a beautiful image. The bright of the orange lends a real warmth to it all. The composition of the colors, the purple and blue and yellow and grey, it is perfectly balanced. Maybe the best shot in the film.

Elsewhere, 3PO hears a voice and thinks it could be R2. He travels into a tiny blue door. The blue tells us it is safe but the framing of C-3PO almost looks like a jail, with harsh lines broken up by a narrow doorway, which can easily be imagined to quickly close. A single red light, because he thinks he is going to R2 (who himself often has a red light).

C-3PO is caught and trapped. He holds up his hands in surrender. The mix of colors here, blue and gold, is lovely.

Blasting 3-PO. Note the white sparks. This is a clean death in Heaven. He can be ressurected.

Chewie cries out bc he knows something is wrong. Gorgeous orange and grey background behind him makes it seem like he is enveloped in orange, or is crying it out. It certainly intensifies his emotions here.

Back on Dagobah, Luke is dressed in orange, showing us he is ready for action, and indeed this is the last scene on this planet. The ghost of Obi Wan appears for the first time, looking quite unlike the Obi Wan of Hoth. Ofc this gives Sir Alec some close up screen time with his hood off. Yoda nearby knows Luke doesn't listen to him, "Yes, yes, you listen to Obi Wan!" LOL

One last warning from Yoda. Look how serious and hopeful but also sad he appears. The little lights in his eyes. <3

Luke hears the warning and they begin telling him he has to face Vader alone. His face half in shadow, a common Dark Side motif.

Luke cleans outs out his ship and holds a snake as he contemplates facing Vader. Remember the snake that was there in the dark side cave alongside the fake Vader. The Bible has the snake tempt Adam & Eve with the fruit from the Tree of the Knowledge of Good and Evil. Vader promises they can rule the galaxy together, tempting him that "we can end this conflict". Yet the snake also provides realization and spiritual insight. In esoteric circles the angel Raziel bestowed Adam with that tree, which is in reality a book, the book that describes the work of creation. In exoteric reading of the Book of Genesis, the Snake is what leads Adam and Eve to see themselves as they truly are. Their shame at their nakedness is a shocking self realization. Vader is about to provide Luke with a similar shocking self realization.

Luke looks away, dreading the encounter.

I like how this scene is lit, with the lights from the ship, which seem like car lights. It gives everything a natural feel, whereas much of Dagobah has been quite foggy and mysterious.

"There is another" Yoda tells Obi Wan in this wonderfully lit shot. This was sequel fodder, and at the time of writing, Lucas was considering that Luke had a twin sister name Nellith who lived on the other side of the galaxy, and they would meet in the next film, or possibly sequel trilogy. It was around this time that he started promising 9, 12, even 16 films in the franchise. $4.5 billion says that bluff payed off.

Gorgeous view of the arc deco utopian Cloud City, with Leia seen in the window, and red security ships covering to and fro.

Leia and Han discuss the weirdness in Cloud City. Note the circular shape of the room. It is sort of like where they end up in the carbon freezing chamber, but an inverted verison of it. It looks like a luxury future hotel. All the trappings of wealth. The ceiling has an odd shape, it is quite like a spider's web, or the shape of the viewscreen in the Emperor's throne room. The center has an ornate crystal helix. Note how it and Han Solo are almost the same height. This is an appropriate comparison - soon he will become a room decoration!

Looking very small next to Leia here, who is shot looking down. Again, this visually calls forward to the carbon freezing chamber, where Solo is plunged down and similarly frozen in an awkward position. 3PO has been discovered destroyed and in a heap, and is comically carried around by Chewie (who has connected his head at least so he can complain) for the rest of the movie.

Lando comes in, from the shadows, as Leia's back is turned. This kind of staging is subtle foreshadowing of his betrayal.

C-3PO has seen better days. Who knew that after fearing space flight, a nice and shiny luxury city would be the most hazardous place for him. You wonder how shocking this was, but then again, the robots have been shown to shut down and start up before. Still, it is quite visceral of an image. I bet it scared some little kids.

The crowded walkways of Cloud City. Everything Lando is doing is in keeping the safety of his citizens in mind. Note the man in the boots and sort of Empire colored uniform watching from the side, clenching his fist.

Vader has them for dinner, and the surprise is punctuated with a classic Han Shoots First gunfight. Han does shoot first but it does no good because Vader has Wonder Woman powers.

Vader stops a blaster laser with his hand. Compare this to Luke, earlier trying to raise the X-wing, they both use the same hand gesture. Only Vader is successful. An explosive demonstration of his power.

Boba Fett steps forward for a reveal, as well as to take credit for his catch. All the memes about him being a joke ignore that he did the job that Vader hired him for and he did it well. Note the giant circular window behind the two. It is almost in the shape of a Death Star.

A wall of stormtroopers stand between Lando and our heroes, visually symbolizing his ideological distance that is revealed with the betrayal. Some other subtle queues in here; note the laser blast marking on the wall above Lando. Also Lobot is placed on the side of the Rebels - could this be foreshadowing ?

Our heroes captured by Vader. Behind Leia is a circular window but it is cut to a sliver. The window is "closing" on them.

After they are captured we see Luke as he races to Bespin. Note the shiny star below the planet.

40 years ago today this premiered in the US

"Critics are panning it"
"Well what do they know?"

:messenger_tears_of_joy: some things never change
Last edited:


Sep 4, 2018
selected shots from the 4th 20 minutes of the movie. so 1:00:00-1:20:00.

very interesting how the scene with Luke's dark side cave confrontation takes place at the movie's halfway point.



Sep 4, 2018
To quote Rich Evans, ESB is the lynchpin holding together the house of cards that is "Star Wars"
its kind of amazing how many things originate in the film. to start, the entire concept of a franchise, with three prequels to come later, was established in this movie. then The Emperor shows up for the first time. then there is Vader as Luke's father for the first time. the appearance of a badass and competent Boba Fett (the only current successful SW property is based on him). Yoda's whole force speech is what made people take it as seriously as a religion, also here. not to discard the first movie (which tbh i have a hard time weighing against this one, imo both are incredible in their own unique ways) but Empire really sets up the franchise as we know it today.
  • Like
Reactions: chitzy


Mar 8, 2020
its kind of amazing how many things originate in the film. to start, the entire concept of a franchise, with three prequels to come later, was established in this movie. then The Emperor shows up for the first time. then there is Vader as Luke's father for the first time. the appearance of a badass and competent Boba Fett (the only current successful SW property is based on him). Yoda's whole force speech is what made people take it as seriously as a religion, also here. not to discard the first movie (which tbh i have a hard time weighing against this one, imo both are incredible in their own unique ways) but Empire really sets up the franchise as we know it today.
One of my favorites is in ANH Obi Wan casually mentioning to Luke that he and his father fought together in the Clone Wars. I'm sure at the time George Lucas was baked out of his mind and "Clone Wars" just sounded like some cool sci-fi stuff so he threw it in the script. But fast forward 30 years and we have a trilogy of movies centered around the Clone Wars and a popular TV show to boot.
  • Like
Reactions: #Phonepunk#


Sep 4, 2018
One of my favorites is in ANH Obi Wan casually mentioning to Luke that he and his father fought together in the Clone Wars. I'm sure at the time George Lucas was baked out of his mind and "Clone Wars" just sounded like some cool sci-fi stuff so he threw it in the script. But fast forward 30 years and we have a trilogy of movies centered around the Clone Wars and a popular TV show to boot.
Clones were on Lucas's mind at the time. Lando was originally supposed to be a clone in Empire.
"Maybe he could look human but not really be human. He's possibly a clone. The princess doesn't trust him because of that; Leia might refer to him in a derogatory way.

"If we set him up as a clone, maybe in one of the other Episodes, we can have him run across a clan of them who are all exactly like him. We won't go into the whole mythology of where they come from or whether clones were good or bad. We'll assume that they were slightly weird in their own way and were partly responsible for the war.

"We'll assume that on these planets of clones, there are many countries, say about 700 countries, and he's from one of the ruling clone clans."

"Make him almost too perfect looking," Lucas said. "We assume that in the cloning process, they manipulated genes and improved on the original."

Last edited:


Sep 4, 2018

Poor Chewie rages beneath a circular ceiling kind of like the large room Han and Leia were in, only now it is black and industrial. Chewie hanging from the bars has the wail of a siren quite possibly tortures him. Shot so that we can see his face, his expressions. This will be the first scene he plays entirely on his own.

He delivers a spectacular performance, through using only Wookie moans and utters. This visual mimics Hamlet. Note the circle above him, it is more hexagonal now. The heavy use of lines in this image further implies imprisonment.

Chewie turns C-3PO back on his own own sake. He will spend the rest of the movie as a pile of parts carried by Chewie. Noisy luggage!

A similar room, Vader looming in the foreground, and Solo dreading his torture. More industrial parts can be seen in the door to the left. The clean white colors are gone, just a rusty red.

The torture chair they use is lit with bright red. Vader holds his belt, casually, as he tortures Han Solo. This is how evil he is (ofc Princess Leia received the same treatment in ANH).

Lando and Boba Fett, each paired with another character. Lando with Lobot and Fett with a stormtrooper. The walls are red, indicating violence, as he hear the screams of a tortured Han Solo.

Lando standing up to Vader. Note how large Vader looms in the foreground. Also, Lobot, standing up to Vader as well, by having Lando's back. The hallways where they are torturing people are all red. Lando is dressed in blue here by contrast.

Vader enters another circular chamber (lift?) that has a black and red motif.

Lando curses "This deal is getting worse all the time" and clenches his fist as Boba Fett walks away. I love the green wall behind him, it goes well with the green on Boba Fett. It is being used to highlight Lando as going into action.

We have a wipe that follows Boba Fett from right to left to reveal Chewie repairing C-3PO.

We shift to another angle, far lower, with Han and Leia on the floor. This is a close and intimate moment between the show. Leia is beaming while she plays with his hair. Chewie, again to the left side, always nearby, protecting. C-3PO is there as always (but hidden from view by Chewie). Dig the little white light above Leia, which is very different from the large circular portals we have been seeing. It is as a little halo of hope for & from Leia. This is reassuring the audience that Han will be alright.

Lando comes in to give them the bad news. Note that he has shadows across his face. The guard is also wearing blue. Instead of sanctuary and security, for Han & Leia it has come to mean the something far more sinister, which tortures and imprisons. I love the placement of the background ceiling piece behind Lando, it seems as if red beams are coming out of his head in anger. This is composited like a comic book panel.

The two of them have much more simple lighting, and a very drap, prisony backdrop. Han's shirt being opened to signify his wounds bc this is a movie for kids, no reason to be explicit with gore. Leia has both hands around Han, and she is dressed entirely in white. She is protecting him. In securing Lando's help she later ensures Han's safety.

A scuffle breaks out, after Han sucker punches his former friend. Lando orders "Stop" both to his guards beating Han and his broken friend on the ground. He throws on his cape as he leaves, he is going to see Vader. Lando, Boba Fett, and Vader all wear capes. In a way, they are almost like ponchos, if one wants to further entertain Western comparisons.

On Lando's command, they stop, we cut to a wide shot, with Chew in the foreground, held up at gunpoint but still intimidatingly too tall for the frame. That circular ceiling now throwing shadows on the floor and across the guard's shirt. This circular motif gets stronger and stronger from here. Again, i could see this in a comic book.

Han's hair tussled, giving that Solo shrug, Leia finding it funny and charming. Do these look like people who know they are about to be separated possibly forever? The look in Leia's eyes here. Imo this is more reassuring the audience everything that we will go through Hell but everything will be alright.

Leia and Chewie lift Han up and the camera follows that motion, wiping up to reveal the hellish carbon freezing chamber.

Darth Vader paces in his cape like a Hammer Horror monster, shot from an extreme low angle, lit with plenty of red lights, with some strobing blue lights, and a red circular ceiling that is far more industrial.

We got from an extreme high to an extreme low, to see the red vents in a circular pattern. Again we see the circular frame, this time with a bright orange light behind, it instead of the sky (Vader in the dining hall) or regular clear light (the prison). Vader walks (with a green light - interesting!) by as smoke pours out of a cavity with several Ugnaughts working in it. Around it we see all kinds of tools, indicating that preparation has been taking place.

They announce that Luke is on his way. Vader points to Lando, assuring him that Luke will not be harmed. Red fills the screen, coming from the circular floor grate, the stair, and all over. There is a little splash of blue in the upper left.

Lando walks forward and his face lights up with red when Vader suggests they test the device on Solo. Lobot, as always, is watching nearby. I like the introduction of green into this shot, with the green lights balancing out the mix of blue and red.

Luke flies into suspiciously blue skies on his way in. Perhaps this is an ironic commentary on how he thinks things are going to go. He is too optimistic in his powers.

Nice matte composite of the X-wing flying towards Cloud City. The clouds are no longer red, all of that hellscape has been internalized. It is almost as if Vader commanded the clouds put up a facade to lure him in.

The heroes follow Boba Fett up the gallows walk, steam and industrial equipment in the foreground.

Vader appears, looking down on Lando, who himself is looking down on the technicians. The time has come.

Boba Fett demands satisfaction from Vader for toying with his prize (whom is meant for Jabba the Hutt). Vader assures him "You will be compensated if he dies". No doubt the Empire has a standard policy on compensating bounty hunters for incurring lost captures.

One last goodbye. A nice almost profile shot of Han and Leia beaming with longing. Boba Fett and Darth Vader stand in between them in the background, coldly discussing transaction details.

Chewie starts losing it, and he begins beating up storm troopers, and throwing them off the stage. here is an extreme low shot for stunt effect that reveals most of the set.

Boba Fett draws his gun at Chewie, and Darth Vader forcefully puts his hand on the gun and lowers it. An assertion of authority in an otherwise more or less mutual business relationship.

Han Solo painfully tells Chewie to not fight, for the Princess's sake. she comes up close to him. he needs to be there, to protect her. this has been established repeatedly across many shots. Note how Chewie is once again framed to the left with the bandolier in full view.

Han Solo tells Chewie to take care of Leia.

Some old school classic film romance.

"I love you" Note the lighting that is a very strong and orange unconventional lighting, lit from below. She is surrounded by Chewie (to her left, as always) and a storm trooper (to her right). Her friend Chewie will help her stay safe.

"I know" Han says against a background of blue. Flanked by an out of focus storm trooper and a very smokey, mysterious Darth Vader. He is surrounded by the Empire. Han Solo is the type of character to always joke and say a scoundrel-y one liner in the face of certain death and this scene is a classic example.

just now realizing that Lando was going to be a clone at one point, and they were going to have flying manta rays, Cloud City was more or less a water-logged Kamino. i believe they even had designs for skinny aliens at one point. if you look at Attack of the Clones it takes a lot of visual queues from Cloud City at that point, and it's not just a random design decision. the prequels gave Lucas the chance to use all those early ideas that didn't get used.

interesting how in AOTC it is Boba Fett who ends up being the son of a clone, instead of Lando. kind of a twist on that original concept. in Empire, Lando is working alongside Boba Fett. or if not "working with them" then at the very least Boba Fett, Lando, and Vader are all in a temporary uneasy alliance. all have unique goals, like some kind of 3 way standoff. that's a really cool almost Classic Western dynamic to play with. (fwiw this is where Mando fails for me, all of it's characters are kind of working to the same end, they are all in love w BBY).

with Empire they truly did try to explore the effects of imperialism and conquest on civilian populations. seeing Lando, this self starter who is willing to work with the enemy but prioritizes the safety of his people above all, and the loyal crew he works with who helps him turn the tables and ultimately SAVE THE DAY. it's a cool, realistic take to throw into the mix. plus it is a POC who is the hero at the end of the movie! how cool is that? we did it 40 years ago, why can't we now? i dunno. but it is damn cool to watch the drama play out on Cloud City.
Last edited:


Sep 4, 2018
damn some of these images are so beautiful i forgot how amazing the cinematography gets. i really love this shot.