My Favorite Films: Star Wars: Episode V - The Empire Strikes Back (1980)

     What is there to say about The Empire Strikes Back? It's the film that made me a fan of Star Wars. As I mentioned in my review for the first film, I was somewhat underwhelmed when I first saw it. But Empire was different. Right from the start I knew this was something special and I think it made me like the first film more retroactively. It was darker, more character driven and it really expanded on the world and the mythology that the first film established. Going in, I already knew the big revelation that Vader was Luke's father, yet that scene still held incredible emotional power with all of its mythic aspirations.

     Empire is often thought of as the darkest entry in the original trilogy which, in a way, is odd as it easily has the sharpest humor of the any film in the series. This is largely thanks to writer Lawrence Kasden (Raiders of the Lost Ark), who was brought in to complete the final draft of George Lucas' screenplay a mere six weeks before shooting after the original writer, Leigh Brackett, passed away from cancer. While the dialogue in the first film was fairly blunt and comic book like, here it's more nuanced. The humor also has a darker edge with Darth Vader's frequent dispatching of his underlings serving as a source of black humor throughout the film. This particular running gag is payed off in the scene during the climax, where he leaves Admiral Piett alive despite his failure to stop Luke from escaping. This humor actually informs his character, showing how ruthless Vader is and, in the last scene, how preoccupied he is with turning Luke to his side.

     With that said, this film is definitely more dark and mature then it's predecessor. I think there are two reasons for this. For one thing, it's largely a movie about failure. The rebels continually fail to elude the Empire, Luke fails to follow his masters teachings, and Han and Leia fail to pursue their feelings for each other until it's too late. It also a movie that constantly subverts our expectations. The great Jedi warrior Yoda turns out to be a small impish alien creature. Bespin, the heavenly city in the clouds, hides a malignant secret inside.  And, of course, the seemingly inhuman Darth Vader turns out to be our hero's father. Nothing is as it seems in The Empire Strikes Back

     The movie begins forbiddingly, with a star destroyer sending a lone probe to the icy, desolate planet of Hoth. The film then slowly builds to its big action set piece, the imperial assault on the rebel base. Unlike the first film, this set piece takes place in the first act, and the climax of this film is much smaller and more personal as a result. While the first film introduced the characters and their world, this film is concerned with exploring their relationships and their personal problems. It ends without a satisfying resolution, with the hero's retreating in defeat instead of celebrating in victory. The rebellion is on the run from the empire, Han Solo has been frozen in carbonite and captured by Jabba the Hutt, and Luke's faith in himself and the Jedi have been brought into question due to his discovery that Darth Vader is his father. This revelation is the one thing that really elevates the film from a good sequel to a great one, as it changes the way we perceive the first film. Now, when we hear Obi Wan tell Luke that Darth Vader betrayed and murdered his father, the scene has a completely different subtext.

     At the beginning of the film Luke has already matured from the wide eyed boy he was on Tatoonie, looking for adventure, to a general in the rebel army. We see him advance in the ways of the Force, using it to telekinetically summon his lightsaber and seeing a vision of Ben, who tells him to seek out Yoda. Yet he is unsure of himself. Journeying to Dagobah on his own, without the support of his friends, Luke begins to wonder if he really saw Obi Wan or is he's just going crazy. When he meets Yoda he doesn't know, at first, that this is the Jedi Master he is searching for. Like so many things in the film, Yoda subverts our expectations. He appears, at first, not to be a wise old sage but rather a senile little rascal. It's not until Luke follows him to his hut and he begins to commune with Obi Wan that we, like Luke, really understand who he is.

     Having been initiated into the ways of the Force by Obi Wan, Luke must now learn patience and self confidence from Yoda. Like Ben, Yoda encourages Luke to leave behind his preconceptions and learn to act on instinct, to trust his feelings. His first big test comes when he enters the cave. By refusing to leave his weapons behind, Luke clings to his reliance on physical tools and, consequently, he is unable to let go of his fear and hatred of Vader. When he sees his own face beneath Vader's mask we realize that it's not Vader but his own fear and self- doubt that Luke must overcome. He is tested yet again in the scene where he attempts to lift his X-Wing out of the swamp. Again he fails, declaring it to be impossible. But Yoda does it effortlessly. Luke realizes that it's not skill he lacks but faith, belief. "That, is why you fail" Yoda tells him.

     Luke's patience is put to the test when he receives a vision of his friends in peril on Bespin. He feels that he has to go and save them, even if it puts his training, and the greater destiny of the galaxy, in jeopardy. From one perspective he's doing the right thing, refusing to abandon his friends in service of the greater good. But, on the other hand, he is also being reckless and trying to face Vader before he's really ready. He may be making a grave mistake, but it is a supremely human mistake.

     His confrontation with Vader is a literal and figurative decent into hell, as Luke is lead lower and lower into Bespin until he falls and hangs for his life beneath it. Luke is on a precipice here, his worldview has been shattered and his faith in himself shaken. Not only was he woefully unprepared to face Vader, he also learns that everything he's believed up to now has been a lie. Darth Vader, the man who he believed killed his father, who, according to Obi Wan, abandoned his teachings and betrayed him, actually is his father. Realizing that he's made a terrible mistake in trying to face Vader, Luke is still able to resist his father's offer to join him, choosing to give up his life rather then be turned to the dark side.

     Vader himself begins to becomes much more then the intimidating presence he was in the first film. He now is revealed to be a man who has completely lost his humanity as symbolized by his suit and by the mediation cube he sits in, isolating him from those around him. This symbolism is later extended to Luke when he loses his hand. We even, briefly, see him putting his on helmet, allowing us a glimpse of his scarred visage, of the man beneath the mask, which is something the film does for his character in a figurative sense. In the first film Grand Moff Tarkin may have had Vader on a leash, but there was always the sense that Vader was simply tolerating this. He never seemed to fear Tarkin. But here we are introduced to the Emperor, a figure who clearly intimidates Vader. Of course the big revelation at the end of the film, that Vader is Luke's father, reveals more layers to his character. Not powerful enough to destroy his master on his own he hopes to use his son in order to attain more power. He's not just an evil strongman for the Empire but a man with deep seated ambitions and frustration. Conversely, the Jedi's moral authority, particularly Obi Wan's, has been subverted and put into question. Why did they lie to Luke? Are they, like Vader, simply manipulating him for their own ends? This will all be elaborated on in the next chapter of the saga.

     Han Solo is also greatly developed here. In the first film he was a mercenary who, by the end, decided to fight for a greater cause. At the beginning of Empire he seems to be at another crossroads. He feels compelled to stay with the rebellion and help his new friends but he also knows that he must pay his debt to Jabba the Hutt before it's too late. Complicating matters are his feelings toward Princess Leia. He loves her but is not sure whether or not she returns these feelings. Leia, meanwhile, is afraid to reveal her love for Han as she doesn't know if she can really trust him yet. Does he believe in the rebellion or has he only remained thus far out of loyalty to her and Luke?

     The romantic subplot between him and Leia is communicated very subtly. There are five key scenes which develop it. In the first one, after Luke is rescued by Han, he flirts with Leia so she kisses Luke to discourage him. Later, when they are hiding in the asteroid field, she falls into Han's arms and becomes indignant, immediately asking him to let go of her. But then, while they are repairing the ship, she finds herself alone with him again and they almost kiss only to be interrupted by C3PO. After this she seems to warm to him, giving him a kiss when he escapes from the imperials by hiding the Falcon among the debris field and they have a moment of mutual understating when she shuts off a whining C3PO. On Bespin they seem much closer, seeking comfort from each other when Vader shows up and begins torturing Han. Finally, as Han is about to be frozen in carbonite they finally admit there feelings for each other but, alas, it may be too late, as Han is taken away by Boba Fett and they may never see each other again.

     When we are introduced to Lando we are reminded how much Han has progressed since we first met him on Tatoonie. In many ways Lando represents what Han was at the beginning of the first film. Lando, when threatened by Vader, decides to betray his old friend and cooperate with the Empire. By contrast Han chooses not to resist when Vader freezes him in carbonite as it might endanger Chewbacca and Leia. Going even further he discourages Chewie when the wookie tries to start a fight with the imperials, telling him he has to take care of the princess. Lando is a foil for Han but also for Luke in a way. Luke's heart is in the right place in wanting to save his friends but his judgment is rash. Lando, in trying to protect his city from the Empire is being prudent, but his impulses, his conscience, all are wrong. Like Luke at the beginning of the first film he feels compelled by his occupational obligations to remain neutral in the conflict between the Empire and the rebellion but he eventually finds this to be impossible, as Vader's increasingly unreasonable demands force him to choose sides. Of course, he takes eventually mans up and helps Leia and Chewbacca to escape. When they're back is against the wall, Han, Luke and Lando all choose the higher path.

     While the first film was one man's struggle to bring his vision to life, the second was a much more collaborative effort. Director Irvin Kershner had mainly worked on television before this but he delivers what is easily the best directed Star Wars film. Kershner was largely an improvisational director and he came up with all kinds of ideas on set and also took ideas from the cast and crew. Many of the films most humorous moments were thought up by the director on the spot, including the scene where Han covers C3PO's mouth with his hand before he leaves the base on Hoth to look for Luke. Of Course the most infamous improvisational moment in the film occurs during the scene where Han is frozen in carbonite. Originally, when Leia tells Han she loves him he responds "I love you too." Kershner didn't like this phrase, feeling it left Han at a disadvantage. After trying various other lines, Harrison Ford eventually improvised with "I know" on the spot and Kershner decided to keep it. Kershner understood the rhythm of film and he strove to preserve this rhythm between the cuts. Consequently the film feels likes it's always moving forward. He also brilliantly blocks his shots. Observe, for example, how Kershner frames Han and Leia during the scenes where they are fleeing form the Empire on the Falcon. At first Fischer is always framed behind Ford, symbolizing their emotional distance. Later, as the two grow closer together, Leia moves forward, and is framed next to Han.

     Peter Suschitzky used softer, more diffused lighting in his cinematography for this film. He creates an otherworldly, almost hellish atmosphere in the carbon freezing chamber on Bespin filled with harsh red lighting and steam. Also contributing greatly to the films visual aesthetic are conceptual designer Ralph McQuarrie, set designer Joe Johnston, and matte artist Harrison Ellinshaw. Johnston designed the AT AT walkers and he, McQuarrie, and Lucas came up with the design for Yoda. McQuarrie, of course, is one of the key creative forces behind the Star Wars saga, designing the look of everything from ships to costumes to locales. Many of McQuarrie's designs were brought to life beautifully by Harrison Ellenshaw while the special effects team at Industrial Light and Magic realized many of his designs for the ships and creatures.

     The visual effects team, lead by Richard Edlund and Brian Johnson really outdid themselves for this film. From the spectacle of the battle of Hoth, to the chase through the asteroid field, to the visual splendor of Cloud City, The Empire Strikes Back further pushed the boundaries of what could be achieved with special effects. Particularly impressive is the stop motion work by Dennis Muren and Phil Tippet. They did the work on the imperial walkers and also on the tauntauns, both of which look magnificent. Also of note are the film's bluescreen effects which, going against popular practice at the time, were done on the white, snowy backgrounds of Hoth which made the compositing much more difficult. Despite this the effects all look seamless, a credit to the men and women who made of ILM who made them possible.

     The real star of the film is Yoda. The puppet, created by make-up artist Stuart Freeborn and based on his own likeness, was a unparalleled achievement in movie puppetry. While some credit must go to Freeborn and the people at Jim Hneson studios "the key to Yoda" according to George Lucas, "is that there's a hugely talented actor behind him." That actor was Frank Oz, who voiced Fozzy Bear and Miss Piggy for The Muppet Show. He, Lucas and Lawrence Kasden all helped to develop Yoda's syntax. Oz thought that the character should speak in a more formal, otherworldly way to express his great age. He clearly believed in the character and put a lot of work and passion into his performance even going so far as to write a short biography for Yoda, based on information in the script, to use as a guide for his acting. Oz wanted to emphasize that this character was from another age and had far more life experience than the ordinary person could imagine. Oz breathed life into Yoda, making him one of the most memorable characters in movie history. Lucas tried to get Oz nominated for an Academy Award, one that I feel would have been richly deserved, but the Academy refused, as they didn't consider puppetry to be acting.

     With all that said, Yoda would not have worked if it wasn't for Mark Hamill's wonderful performance as Luke Skywalker. Hamill spent much of the film without any other flesh and blood actors on the set to interact with and much of the time he couldn't even hear Frank Oz's voice, as the actor had to operate the puppet beneath the set. Despite this he never breaks character and is able to convince the audience that Yoda is really there speaking to him. Hamill puts in what may be his best performance in The Empire Strikes Back channeling Luke's inner conflict and self doubt while still retaining some of that sense of innocence and wonder he had in the first film.

     The entire cast is at their best in this installment. Harrison Ford's performance is much more nuanced, as his character is a more layered and conflicted individual at this point. Carrie Fischer performance also feels much more assured in this film. She stills shows that spunky, snarky attitude that made us fall in love with her, but she also is able to display her ability as a leader, briefing the pilots on Hoth before the battle, and shows a more vulnerable human side, as she gradually falls in love with Han Solo, only to lose him. She and Ford have great chemistry and completely sell the budding romance between the two characters. James Earl Jones also has a more nuanced part to play as Darth Vader, who's voice betrays a hidden depth of emotion and desire in many scenes. David Prowse, the man in the costume, is also great, and his movements are more expressive this time around, especially during the the big reveal that Vader is Luke's father.

     Peter Mayhew is just a pleasure to watch as the gentle giant Chewbacca. Despite not having any discernible dialogue Mayhew brings Chewie to life through his facial expressions, his head movements, and the way he walks. Mayhew fainted from exhaustion during the filming of the escape from Bespin and Kershner tried to replace him with a stunt double to finish the scene but it simply didn't work. The stunt man couldn't replicate Mayhew's physical performance and the scene was completed with Mayhew back in the costume. Then there's Billy Dee Williams as Lando Calrissian. Despite being introduced late in the story, Lando makes a huge impression, becoming one of the most beloved characters in the series. Williams absolutely inhibits Lando and know one else could pull off that combination of suave charm, confidence and moral incertitude. Of course, Anthony Daniels shines as C3PO, a role he was beginning to identify with at this point. Daniels makes 3PO a perpetually nervous and uptight character, ready to fall into a panic at any moment. He also provides the film with some much needed levity. Kenny Baker, hidden away inside R2D2, brings his character to life as well. Finally, Alec Guiness is great as always in his brief appearances as Obi Wan Kenobi.

     John William's score, an essential element to the success of Star Wars, is more sophisticated this time around. Right from the start we here familiar motifs from the first film. Luke's theme is heard subtlety in the background when we first see him on Hoth and Princess Leai's is heard when Han sees her after returning to the base. Soon after, the new love them for the two characters is introduced
This theme is heard throughout the film as the two characters fall in love with each other, most memorably in the scene where Han is frozen in carbonite, reaching a crescendo as he is enveloped in steam. William's theme for the Empire, and for Vader, a march written in the minor key, is heard subtlety when we see the Probe droid and then much more forcefully as Vader surveys the fleet before the assault on Hoth. This kind of leitmotif helps to tell the story. When we first meet him, Yoda's theme is disguised and it's not until his true identity is revealed and we hear him conversing with Obi Wan that it's heard in full. The use of his theme in the scene where his lifts the X-Wing from the swamp is particularly effective, as the music builds and swells as the ship descends in front of Luke.

       Of course, Ben Burt's sound design contributes greatly to the films atmosphere and world-building. Burt utilized all kinds of creative combinations of real world sounds and electronic enhancements to create a collection of sounds that feel truly unique and new yet, at the same time, familiar. For instance, he used the sound of a vibrating telephone wire for the blasters. He also utilized sound effects from the library of Kenneth Strickfaden, who did the sound design for the Universal Frankenstein movies. The sound design in these movies is nearly as important as the music, adding another layer of emotion to many scenes and giving them a sense of scale that would not be there otherwise. Burt also provided the voices of both Chewbacca and R2D2, helping Peter Mayhew and Kenny Baker bring those characters to life.

     The Empire Strikes Back, like its predecessor, is filled with literary allusions. Luke's meeting with Yoda evokes the fairy tale of frog prince as Yoda is revealed, despite his impish appearance, to be a wise and powerful Jedi Master. Luke's battle with Vader is somewhat evocative of Dante's inferno, with Luke descending into a metaphorical and visual hell beneath the heaven of Cloud City. The scene where Luke fails to raise his X-Wing from the swamp recalls Peter's loss of faith on the Sea of Galilee in Mathew's Gospel. Similarly, Yoda's raising of the ship evokes the miracles of Christ, particularly his walking on water. Lucas worked hard to evoke really primal myths and values that could speak to a wide variety of peoples regardless of their religious affiliation and all of these movies have mythic undertones that you feel even if you're not explicitly aware of them.

     The movie is incredibly emotionally resonant. It's a coming of age story, where Luke Skywalker, in his journey to advance in the ways of the force, uncovers devastating truths about his past. It's also a love story, where Han Solo and Princess Leia come to grips with their feelings for each other. The moment when they finally give in to their feelings and kiss, all to late, may be the single most powerful moment in the series. Similarly, the scene where Leia watches as the door to the rebel base closes, potentially signalling doom for Han and Luke, never fails to stir my emotions. This is thanks, in part, to the fact that we have become invested in these characters since they were introduced in the first film but at the same time the writing, direction, acting and music in this film have endeared them to us all the more.

     It also features some of the best action in the series. The battle of Hoth is a masterwork of action film-making. A massive battle broken up into smaller, tense episodes, we are kept invested throughout this sequence because of our emotional investment in the characters. The end of the battle is really a foregone conclusion as the rebels are retreating, but it's those small victories within in the larger battle that provide catharsis. The lightsaber duel between Luke and Vader still stands as the best in the whole series. In a tense battle of cat and mouse we see Vader, who initially toys with Luke, become more and more aggressive as the battle goes on. Olympic fencing champion Bob Anderson stood in for David Prowse for this scene and Mark Hamill trained for eight months in kendo, fencing, and karate. The result is a lightsaber duel that is much more skillfully choreographed than the one in the first movie. But the real key to both of these scenes is the build-up. Watching the rebels and the Empire prepare for the attack on Hoth and watching Luke being lead into the freezing chamber on Bespin build up the tension before the action, making it much more satisfying when it begins. Finally, the chase through the asteroid field is one of the most breathtaking set pieces in movie history. The music, the sound design and the special effects all work perfectly in unison to create a thrilling and visually stunning sequence.


    Star Wars: Episode V: The Empire Strikes Back is my favorite Star Wars film. It does what every great sequel should do building on and even improving on the original but also subverting it, all while laying the groundwork for the final chapter. Featuring a nuanced, character driven story, strong performances, breathtaking special effects and sound design, and a beautiful musical score it's a nearly flawless piece of film-making. It's a rousing adventure, a heartbreaking romance, and a tragic coming-of-age tale set against the backdrop of an epic galactic conflict. It's the movie that made me fall in love with Star Wars.