Introduction

Rick McCallum:

Good evening. Thank you all so much for taking the time and making the effort to come here tonight. Since we live and work outside of L.A., it's very rare that we have the opportunity to speak to our peers, so I'm really excited about discussing some of the techniques that we've been using in making Star Wars: Episode III Revenge of the Sith.

I think for all of us at Lucasfilm, it's a real honor to be here because we just don't get down here enough and we don't get to meet everybody who is working in films enough. The film took 55 days to shoot and we averaged about 50 setups a day. There are over 2,200 digital effects in the film. Gavin Bocquet, our production designer, is working on a film in London and couldn't come tonight, built seven sets with a construction crew of over 400 people.

I'm very excited that we have Brian Gernand, who ran our model shop and has for the last three films. He built over 65 really, seriously complicated miniature sets and he'll be here tonight in order to be able to express and explain a couple of things that he did with those. In fact often many of those sets had up to 100 different models in them. I'm very proud to say that all of the crew has managed to stay together and remain the same for over 15 years from when I first brought everyone together on The Young Indiana Jones Chronicles.

So, it's become a real family environment. I think they are extraordinary people and I can't wait for you to talk to them tonight.

I'd like to thank Texas Instruments and Doug Darrow for loaning us and installing the 2K digital projector which we are using tonight. I think some of you might know that Lucasfilm, George, and myself are incredibly passionate about the digital pipeline. From the acquisition of images digitally all the way to the final exhibition. That's something that we've been working on for 10 years, its involved dozens and dozens of companies that have been really supportive in this long, arduous process. We will have a conversation/Q&A later, so if there are any digital issues that anybody wants to discuss, well, we're happy to answer those.

Twenty-one years ago when I was doing a film in London, the camera man came up to me and asked me if we would mind if a young boy could come and visit the set as an observer. He did, and through the whole process of the movie I don't think he said a single word. He was amazing in terms of his focus.

About six years later I was able to have the pleasure and opportunity to actually hire him as a cameraman on The Young Indiana Jones Chronicles. He's been with us for 15 years and during those times he's done four feature films for us and 44 one-hour television shoes and two two-hour movies. He's a very shy, very sensitive guy who gets easily embarrassed, so he's too embarrassed to come up on the stage tonight, but I would love you to at least honor his work. His name is David Tattersall. David, if you could stand up (audience applause) Nothing gives me more pleasure than embarrassing him.

Visual Effects

Rick McCallum:

It's always an amazing experience working with ILM on any project, but this film was particularly extraordinary for us. As I mentioned before, they did 2,200 effects shots, which included 195 separate environments, twelve planets, and 135 separate digital characters. Let's take a look at some of their work.

It really gives me great pleasure to be able to introduce two people tonight for our first Q&A.

Rob Coleman, was our animation director, who did over 90 minutes of animation on the film, and has been with us for 10 years on all three films. And, of course, the legendary John Knoll, who personally supervised 1,500 effects with his team. It's just never been done before. Ladies and gentlemen Rob Coleman and John Knoll.

Bruce Carse, Below the Line:

We saw some great, stunning images of what I know was your pet project in there, which is Yoda. It's really a significant achievement. I mean people saw that he became a fully animated character a while back, but you made a lot of changes and a lot of advancements with Yoda for Revenge of the Sith. Can you tell us a little bit about it?

Rob Coleman:

Well, we certainly did. The challenge with Episode II, of course, was to take him from a puppet to making him a digital character, and then to turn him into an action hero. I think we were pretty successful with that.

But truthfully, after the end of that movie, what I really wanted to focus on in Episode III was his acting. I felt that we had just started to scratch the surface. We had some really nice shots in Episode II where we started to feel the character behind the eyes but after talking to George about it, I knew his desire was to go in even closer.

As you saw in that reel, you come in right into his eye, and that necessitated a couple of changes. One was a complete re-do of his skin, because we needed to get in to see the realism of his skin, because, of course, he's sharing the screen with real people. And then, with my friend John here, we also wanted the cloth to be more realistic. One of the main things you can see in his garment this time around is something you, and I, and all the people who worked on it have called "pills." They are little hairs that come off your cotton or wool garment. Yoda has that on his clothes.

Those two things were applied to Yoda - the subsurface scattering, the light refracting and reflecting off his skin, which happens naturally on our own skin - and then also what we did with the cloth.

Bruce Carse, Below the Line:

Now, John, as Rick mentioned, you supervised over 1,500 shots of the 2,200 that are in the film. But you also supervised all of the shooting on the set. That's an incredibly demanding job, how did you manage that and how large is your team?

John Knoll:

Well, when we're on set it's myself, a matchmove supervisor and a plate coordinator. That's really it. The main purpose for my being on set is to deal with changing situations as they come and improvisations.

Things do change pretty quickly. I'm trying to project myself a year into the future when we're actually doing it, putting the shot together, and trying to think, "Well, what will I wish I had done while we were shooting?"

Bruce Carse, Below the Line:

What do you think was the toughest challenge? Toughest in terms of location or sequence that you had to work with on set?

John Knoll:

Well, when we're shooting, everybody will have their own agenda. They're trying to get the work done as quickly as possible. As Rick said, we completed 50-something setups a day, so it's a very fast pace and you're moving camera positions every 15 minutes.

I was always fighting for trying to maintain quality control. For instance, regarding blue screen: pulling it tight and getting it illuminated evenly and getting everybody on board with that. What would happen is, we'd be shooting at the tremendous pace that we're going and the quality of the blue screens would sort of decline over a few days and I'd have a fit about it and make them back up again. (laughs) But I'd make sure that we got the best material that we could.

Bruce Carse, Below the Line:

Well, Rob, you created a delicious new villain in General Grievous. What were your early discussions with George and your team regarding this kind of alien/droid combination?

Rob Coleman:

He was certainly a character that we really loved to get our hands on in the animation department, and he went through quite an evolution. He started as quite an upright, bold, strong character. If you had seen the early maquettes, he was very powerful - sort of akin to one of the Terminator-type characters. And then George said, "No, I don't want to do that because that's too close to what Vader's like. Vader is very upright and strong. Let's go a completely different direction."

So, for a while, he became more sickly, he became more like a vampire. In fact, for a while we had all these very vampire-like movements, and then we went too far. And we pulled it back again.

Like an actor, I like to get inside the head of the character, I want to know the back story. Grievous is a prototype, he doesn't quite work. His creature part doesn't quite work with his droid part, and that allowed us to have all kinds of really fun bits of action: how he walked, how he moved, and then later on with the dialogue and the soundtrack, his cough and that sickliness. That came in after we edited it and we had to go back and actually open up a couple of shots so that we could put that in as part of his performance.

Bruce Carse, Below the Line:

John, the space battle that we see above the city world is unlike any kind of space battle we've seen in a Star Wars film before. Where exactly does it take place in terms of atmosphere?

John Knoll:

Well, technically, we're saying it's not quite a space battle. We're in the upper reaches of the atmosphere and it isn't quite in space.

There has been a space battle in all of the Star Wars pictures, so an effort was made on each to try and do something a little different with them. Being in the upper reaches of the atmosphere gave us excuses to do a few things like smoke trails and drag, hanging smoke and that kind of thing.

We were going for a different look because we wanted to do something new and different with it. Also, most of the space battles that have been done with the previous pictures have concentrated on the fighters and destroyers in the battle.

This one starts off with the big engagement of the mile-long ships. We've seen the mile-long ships since all the way back in the first picture, but we've never seen anything depict how these big ships engage each other. The first thing you see is a great big battle ship, and we follow these two fighters and reveal dozens of these mile-long ships and they're just blasting the heck out of each other, and you follow the fighters deeper and deeper into the battle.

Bruce Carse, Below the Line:

It was fascinating because you really got to see them in the environment/atmospheric area that you never got to see before.

We do have a couple of questions from the audience for you guys. Some of them are very interesting. Here's one for you: What type of alien is Yoda?

Rob Coleman:

It's always been a mystery. I've asked George and he never lets me know.

Bruce Carse, Below the Line:

Maybe we can press George - he'll be out later.

One question for the two of you is: Was there more emphasis on concept art for this movie in the preparation as opposed to the first two in the second trilogy?

John Knoll:

Oh, yeah. It's all very thoroughly designed in advance. The art was really beautiful, and it was really important to me to try and realize these paintings with realistic imagery. So, to that end, we set up an office for the concept artists at ILM and they came to my dailies. I would constantly be asking them, "So, what do you think here?"

Bruce Carse, Below the Line:

Well, we have a lot of people to talk to tonight. Thanks, guys. Rick?

Rick McCallum:

The other thing that I'd like to add: In the 10 years that Rob, John and I have worked together, no matter what George has come up with, they have never said, "No, we cannot do this." They have always found a solution and found the most elegant way. Just amazing, amazing talent.

We don't get a script until about two weeks before shooting, so George is very active. He knows that he's got to give us the characters and he's got to lock-off the sets as we start building the sets in January.

Up till that, we have no idea what he's going to lay on us. But he will always live to what we eventually have the time and money to build. So, we send him models, and he writes. He doesn't actually come to the set until about two weeks before we shoot - he hands us the script and you just pray.

He did, however, give us a hint about the lava planet, Mustafar. We knew that John wanted to do all of the visual effects, but it was going to be virtually impossible for him, so we started looking for somebody else who could help him.

The first person we wanted was a wonderful man named Roger Guyett, who is here with us today. But he was being pushed further and further back because he was working on all of the Harry Potter films. Finally he got to us, but it was about seven months before we were finished. He did the most remarkable job, doing almost 750 shots in the film and this sequence, which is really one of the most complicated we have ever done.

What we do normally is augment the digital environments and 3-D matte paintings with as much reality as we possibly can. On this film we shot in seven different countries; we shot in Thailand, China, Switzerland, the U.K., Tunisia and Italy. We knew that particle animation and all of the explosions were going to be a very difficult process for us - and then this miracle happened: Mt. Etna exploded in Sicily.

Within about 24 hours, myself, the cameraman, the digital effects supervisor and a grip arrived in Sicily and we shot for about 10 days, collecting about 10 hours worth of footage. And that's what we do. We go to Switzerland to do mountains, we go to China to do the Wookiee planet, but it's a very, very small crew; four or five people go off and shoot as much stuff as we can get. We have some of that footage that we'd like to show you tonight.

Rick McCallum:

Ladies and gentlemen, please welcome visual effects supervisor, Roger Guyett and practical model supervisor Brian Gernand.

Bruce Carse, Below the Line:

The volcano planet of Mustafar is so central to the storyline and the ultimate transformation of Anakin. How did the two of you collaborate to create this sequence and make it so seamless?

Roger Guyett:

The great thing about working with George is that he uses a lot of animatics, so you can go through the stuff and start talking about how you're going to achieve certain things. But, ultimately, we broke it down the best we could and then started talking about what techniques we'd use for different types of shots.

With Mustafar, you're creating a very large environment, which Brian is ultimately very much responsible for in terms of the landscape of the planet. We used a series of fairly large miniatures to create the immediate landscape. Outside of that, we used digital technology to extend that and then used textures from the models themselves to extend that out. Then even further, we used a lot of moving 3-D matte paintings and we used the footage that Rick just showed. We used a lot of digital technology to create the lava plumes; you know when the lava is hitting the arm and machinery. And we went out and shot lots of other stuff. It's really an elaborate tapestry of pieces.

The other thing that we did digitally was all the structures, all the buildings, all of the machinery. The lava surface itself, which I saw the guys suffer through, day after day, in one of the studios, was basically a material called Methylcel which was just traveling down an incline set. That created the basis of the lava. It was a complicated puzzle to sort of unravel. We thought, "OK, we've got certain types of shots. What's the best way of achieving that in the time that we have?" We didn't have that much time. In the end we did hundreds of shots of Mustafar and we used all sorts of different technologies. That's what was so enjoyable about it.

Brian Gernand:

Thanks for coming out.

I had an early conversation with John Knoll and he came up to me and said, "You know, we'd really like to do this as a miniature, but it's got to look great. It's the end of the movie, it's a big deal. We have to have proof of concept."

So, I am personally really proud of Mustafar because it was something that I took on personally. I decided to develop it and take it in the directly that we ultimately ended up with. We started on testing with this little lava trough coming down, bottom lit.

We were testing Methylcel, we were testing a variety of things. We ended up with Methylcel. It became really important to get the right viscosity, the right opacity, the right tilt angle on the steps to get the proper speed. We started doing camera tests, figuring out frame rate, deciding we would have enough light coming up through the set.

The set needed to look like red hot lava - without seeing through the Methylcel material. So, there was a really delicate balance of organic materials that were coming down this thing in addition to the crusts, which had to look absolutely real. We worked out all kinds of different techniques for crust, which turned out to be a problem because we needed to use absolutely 100% organic materials.

We ended up with a 30-by-40-foot set of the seemingly uninhabitable topography of Mustafar, a city of a rock-like environment with a four-foot wide and approximately 40-foot long path of lava coming down. Included with that were tributaries, waterfalls, all kinds of other inlets and glowing hot spots around this environment. We ended up pumping over 15,000 gallons of Methylcel down the set and that was re-circulated back up to the head of the set and used over and over and over. The organic crust was important because we didn't want to contaminate the material. We had to filter it out, go back up to the head and use it again.

I think, in the end, there was a calculation of something like 250,000 watts of light under the set that were being blasted through. That's what, as Roger said, made the stage environment such a difficult place to be - it was about 110 degrees on that stage.

Bruce Carse, Below the Line:

Like working on the real location.

Brian Gernand:

All of the time! (laughs) It was really a tremendous environment.

Roger Guyett:

It's one of my favorite moments from working on Star Wars. The guys start shooting the model and they're all in shorts, there's smoke on the set. I mean, these were huge models. It's like working on a volcanic planet. I would just turn up for 10 minutes and say, "Things look beautiful here." (But) I would think, "Jesus Christ, I'm glad I'm not doing this all day long."

Anyway, so the guys start pouring this Methylcel and I'm looking at these shots, and I said to the guys, "You know, it doesn't look that interesting when it actually goes at the speed that you think lava should be at, which is fairly slow." When you look at reference of any kind of volcanic thing, it can move very quickly, it can move very slowly - it can do anything you want.

Rick, I don't know if you remember this moment, but I said to the guys, "It should move fast, like a rapids down there." I made this decision and walked away going, "Geez, I hope I'm right, you know?"

So, they stop shooting, a couple of weeks go by and I said to Rick, "I'm getting a little bit nervous about this. We've committed to the speed of the lava, you know?"

So he said, "Well, you know, George is in next week."

So, while I'm talking to my producer, I'm thinking, "How much has been spent on this?"

Finally George turns up and I said, "George, what do you think about the speed of the lava?"

He just looks at me, and he's got a kind of dry way about him sometimes, and says, "It's lava. It should move kinda slow." (laughs)

I had a minor aneurysm when he said that. I went back and said, "Maybe I'll show you some tests we've done," I said it as thought it was a pretty kind of minimal amount of work had gone into this.

Bruce Carse, Below the Line:

Let me ask you guys a few questions from the audience. What's your favorite miniature set, other than Mustafar?

Brian Gernand:

Utapau, for me, was an absolutely fantastic environment and extremely challenging.

Utapau was meant to be used over and over again to create the different city environments and the cracks of the sinkhole. Everything was built modularly. The walls could be configured in different orientations, they could go lower, they could get higher, and every single building could be reconfigured to look like a different building.

The challenge of that was if you take a look at some of the "hero shots" in Utapau, where cameras come down and there are storm troopers everywhere, all those buildings are organic. So, we had to get the buildings to seep together so they look natural like they live in that environment, but still be modular so one building could be 10 buildings. I think we pulled it off well and I'm really proud of it.

Bruce Carse, Below the Line:

The work that the two of you did on Mustafar and the other environments you guys had to create was extraordinary. Thank you guys.

Rick?

Sound and Sound Effects Editing

Rick McCallum:

Sound is 50 percent of the experience for us and that's been George's credo for a long, long time.

Twenty-seven years ago when he first started A New Hope, he hired a young kid who had just graduated from USC. His name was Ben Burtt. He has worked on all six of the Star Wars movies plus some of the most important films of the last 25 years. He's earned multiple Oscars and he's worked with another young boy who's been with us a long time. We snatched him from the cradle: Matt Wood is our supervising sound editor. They make a fantastic team. Matt and Ben.

Bruce Carse, Below the Line:

The thing that fascinates me about your sound design is that it's so rich and colorful. When you started to tackle the sound design of the film, back in the very beginning, Ben, where do you guys start?

Ben Burtt:

Fortunately, from the beginning of the first Star Wars film, George always encouraged the sound development to start in pre-production. Sound was being talked about when you saw the first artwork, and sound effects and concepts for sound were there from the beginning as the films were shot.

Once the film was being edited, sound was put in right away. Unlike some traditions, where you don't get sound work done until the film has actually been edited, and there may be only a short amount of time left to work out all of the concepts, the sound has really been developed over a long period of time.

When I started working on Episode III as a film editor, cutting together pre-visualization sequences, I was putting sound in.

Bruce Carse, Below the Line:

You'd have to put sound temp-tracks in the pre-visualizations?

Ben Burtt:

Well, it was more than temp. You start out with the space battle, and I knew when those ships came in that they were going to be the new Jedi fighters, which were related to the TIE fighters from A New Hope. I felt the sound should have some continuity, so I started working with the old TIE fighter sounds and adding NASCARs to it and things like that to develop something that would hint at the direction of the technology and the sounds would be going in when all the films connected.

Bruce Carse, Below the Line:

Speaking of technology: Matthew, was there a lot of innovation on this film in terms of advancements in technology from the sound end?

Matt Wood:

Yeah, Episode III was a culmination of a lot of stuff we put together since Young Indy. Young Indiana Jones was the first show that we used digital sound editing on at Skywalker, and we just wanted to build each film and hold on to what we had learned and bring it to the next level.

I think Episode III was the first time that we used the single workstation environment for the entire process, everything from sound design to the final mix. We had our sound designers doing editorial and mix and the mixers doing editorial, so the flexibility of having one platform made it really easy for the workers to do that. The result is we have a much smaller crew for very long periods of time.

So, Episode III is that pinnacle of achievement technology-wise and what we had been working towards since Young Indy.

Bruce Carse, Below the Line:

Ben, many of the shots and sequences have so many different elements in them. The music, the dialogue, the sound effects are multilayered. Can you give us one example and kind of break it down and tell us how many elements and what they were for just one particular sequence?

Ben Burtt:

Well, there were about 1,000 different sound projects for the film. That doesn't mean just footsteps and foley. So many, many sounds went into any sequence.

The space battle you just saw starts out with a big rumble; that rumble is really Niagara Falls, filtered a little bit. We have NASCARs in there, we have guy wire twangs, which form the basis for almost all of the laser shots in the film. Of course you have R2-D2, which is a performance that combines microwaves with a synthesizer. And we revived some of our old equipment for this film. We pulled out a synthesizer from under my house - it was all moldy. Howie Hammerman, our engineer, got it working again.

There were a lot of things that were done in layers like that. General Grievous's Dread Speeder: You look at it, it's nasty, it's loud it's dangerous. I looked at it and said, "Well, a chainsaw would be perfect." Also, the heartbeats at the end with Vader on the operating table - they were a space shuttle sonic boom that was recorded over at my house in San Anselmo.

So, the sound design becomes a matter of finding real-world sounds and turning them into other things by combining them, layering them.

Bruce Carse, Below the Line:

What is the one thing that's different for you guys when you work on a Star Wars film than any of the other films you've worked on?

Ben Burtt:

Well, I think that we see ourselves as entertainers, and, of course, the sound effects can be entertaining not only to make, but to put in the film. Also, we've got the chance with these films to be performers.

We're a small operation, a sound crew of nine people, so we tend to use ourselves as characters. In the recent films, Matt and I amassed about 30 or 40 incidental characters: Battle Droids, Nemoidians, Gungans, Utapauian pit crew, R2 D2, all kinds of robots and we've enjoyed that because it gives us the feeling that we can really put our performances into the film.

I want to tell a little story about this guy (Matt). When we were putting together General Grievous in the early cuts in the editing room, I was putting in General Grievous's voice with a microphone and I would put in a voice so we would have something to reference. That was in the cut for a long time.

At one point I thought, "Maybe I could be General Grievous?" But that wasn't to be, they needed a better actor. So casting calls were put out and people sent in voice tapes from lots pf performers and people. Matt was handling the tapes as they were going to George and Rick.

Well, we can tell the story now. He put his own voice in the auditions and he identified himself as "Alan." So, "Alan," welcome to Below the Line!

Matt Wood:

Thank you, guys!

Makeup

Rick McCallum:

Makeup.

Makeup in the Star Wars world is like no other place. We were very fortunate to be able to get Dave and Lou Elsey to be our makeup/creatures supervisors and Nikki Gooley. They were kind enough to fly in from New Zealand today, they arrived about three hours ago to come to this and they fly back tomorrow morning.

They helped create everything from the handmade Wookiees, where they had to virtually sew on every single individual hair for 12 Wookiees; to designing the look for Natalie as a beautiful queen; to aliens from all over the galaxy; to, obviously Anakin - who became this burnt, crispy thing that we soon came to love.

They also had to take Ewan McGregor and make him a young Alec Guinness. They also had to completely fabricate a young General Tarkin, since Peter Cushing, who had played the character originally, sadly died last year.

We put together a reel for you to show some of their extraordinary work and Dave is going to come up and talk to us in a couple of minutes.

Bruce Carse, Below the Line:

Ladies and gentlemen - creatures supervisor Dave Elsey.

So Dave, how many creatures are you and your team responsible for in Revenge of the Sith?

Dave Elsey:

Well, I've sort of lost count, but I think there were maybe 50 to 60 creatures and characters that we created. Many of those were in the background. There are many layers of creatures that we see (on screen). There are probably about 10 main characters or creatures.

Bruce Carse, Below the Line:

How many people are on your team?

Dave Elsey:

We had a really, really small team. I mean, I think we had the smallest team they've ever had on Star Wars. It wavered a little bit between 15 to 20 people, so it was quite a small creature team.

Bruce Carse, Below the Line:

Did your crew members handle each individual character or was it more task specific?

Dave Elsey:

There were so many things to do and so many different stages to each thing that we did, that, basically, everybody had to do everything. We were lucky because we had done a television show a few years beforehand entitled Farscape and were able to train a lot of local people in Australia to handle that. So, when we did Star Wars, we felt the good thing to do would be to get the same team back, again because we knew that we could keep things quite small, but also handle enormous amounts of work.

Bruce Carse, Below the Line:

Can you give us, in a two or three minute response, an idea of the process you go through to create a creature from concept art to sculptures to final?

Dave Elsey:

Yeah, sure.

It depends on what character it is. Lucasfilm had people working for months and months and months designing the characters, so when I turned up there was beautiful artwork to go from.

The next thing that happens is that they will cast whoever's going to play the part of the alien. That's when you sort of look at the designs and to some extent you sort of put them aside.

Take, for instance, Tion Meddon. He was played by an actor named Bruce Spence. There were about four or five actors they were considering for that role, and I went in and said to the casting director, "Please let it be Bruce Spence, because he's such a cool-looking actor." There's nobody who looks like him. He's the guy who played the Gyrocop/Captain in Mad Max. He's just one of the many actors that I've wanted to work with for years and years, I actually should be his agent because I try to get him hired for all kinds of stuff. Anyway, luckily enough, they did hire him and Tion Meddon to some extent becomes Bruce Spence.

The next thing we do is take casts of the actor. Whatever we need to do: the whole body, the head, whatever appendage we're going to be adding to. When we've done that, we can start sculpting it in three dimensions. That's when it becomes real. You can look at it in three dimensions. You can invite George down, he can sculpt it if he wants to and we can make changes.

Once that's locked down, then molds are made and it's not going to change much beyond that. Then, we send it off to be foamed, or whatever material we're going to make it out of. Actually, most of the stuff on Revenge of the Sith is foam.You know, there's a lot of new material about. There are things like silicones and urethanes and many, many great sort of materials to do make ups in now, where before it was just foam.

We knew that what we were doing with Revenge of the Sith was going to be watched in order with all the other films, and later on the technology was going to go backwards to some degree, so we couldn't do anything that was too different from what would come after that.

And then, we basically do a makeup test and then, hopefully, if there's any changes that George wants at that point we can make them then - mostly with color, or as you just saw with Bruce Spence, we took out a lot of teeth because we made uppers and lowers and we found that his lower teeth were weirder than the teeth that we made. So we took them out and he agreed that it looked great, so he was happy and we were happy. (laughs)

That's basically the process.

Bruce Carse, Below the Line:

I know that you must collaborate with costume designer Trisha Biggar quite closely. Can you give us an idea of how you guys collaborate to create the final design for the character?

Dave Elsey:

Well, with aliens it's always quite difficult because they're not all human shapes, you know? Most of them are, luckily. You're always adding humps and other bits and pieces that upset the costume department most of the time.

On Star Wars, Trisha is the veteran of the Star Wars movies so she is used to anything that you want to throw out. She can handle it. We basically would collaborate on what we were going to do.

We'd talk about fittings, because we were changing the size of the actor's necks. Everything that we could try out to stretch out or shrink down or fatten up we would do, and Trisha would make adjustments to that. She never complained - she's fantastic. At the end of the day, I hope you would agree that our stuff looks good sticking out of Trisha's stuff. That's kind of how it ends up.

Bruce Carse, Below the Line:

I have one question here from the audience: Were creatures and worlds limited because of effects possibilities, or did you create the creatures with the effects systems in mind? In other words, if you knew you were going to have to do a visual effect with a particular character, would you then work with Rob, John and Roger in creating the creature with the effects system in mind with what you were doing with that creature?

Dave Elsey:

We did. For instance, Anakin has already had his legs cut off and arm cut off when he falls into the lava, and then he has another arm cut off. So, we knew that we were going to be overlapping to some degree, so we would sort of talk about it.

Originally, when we were designing that makeup, I was sort of scared that we were gonna kinda go too far - and I think you'll all agree that we did! That was a real difficult make to do because when I was a kid, you see, the truth of the matter is that I was a Star Wars kid growing up. I'm a fan of the films and when Vader's helmet comes off in the final movie of the original trilogy, I actually wanted it to be more horrific than it was. But, of course, that's been done now, so we had to back engineer it a little bit from there - but I also wanted to satisfy the kids who saw it. I wanted it to be like a skull sticking out of there, with eyeballs sticking out.

Bruce Carse, Below the Line:

I think you've satisfied the kid in all of us. Ladies and gentlemen Dave Elsey.

Costumes and George Lucas Q&A

Rick McCallum:

One of the most incredible people who worked on the film is Trisha Biggar, our costume designer. Sadly, she's in Scotland and she couldn't make it here today. Family matters prevented her from coming, but she truly is one of the most talented people. I urge you, at the end of tonight, to take a look at some of her materials and costumes. She's just an extraordinary lady. She designed almost 750 costumes, she traveled all over the world to find the most unique fabrics, and I have a little film that will show you part of the process that she goes through.

Rick McCallum:

Since Trisha thinks I'm truly one of the worst-dressed people she's ever met, there's only one person left to talk to you about the costumes - the Jedi Master himself, ladies and gentlemen … Mr. George Lucas.

Bruce Carse, Below the Line:

Before we get into the Q&A with the two of you, I did want to take a second and ask you about Trisha, because the costumes really are extraordinary. We heard you on the tape, but maybe a personal reflection about working with Trisha.

George Lucas:

Well, she's extremely talented. Any good wardrobe designer has a certain knack. She's also Scottish, so she's really sort of the James Bond of the costume design world. (laughs) Don't mess with her!

She's definitely a force to be reckoned with on the set. Wardrobe people are very protective of their costumes because the actors, especially, have a tendency to run around in them, go swimming in them, play pool, play rugby out on the front lawn. It takes a lot to keep them nice and looking decent

And then there's her talent, especially in terms of putting all of the designs together and making them actually work in the real world, which is a miracle. Again, unlike most movies, on this, everything has to be designed from scratch. I insist that everything has to look realistic so it's not overdone. It has to have a certain elegance and a certain depth to it, and that's a hard thing to get somebody to do. Trisha really knows how to make something look real, even though it's not.

It can be a completely fictitious thing and she can make it look like it belongs where it is and it's real. It doesn't call attention to itself, and if it does call attention it does it in a way that's it's supposed to, because it's a senator's outfit or the Emperor's outfit or something is supposed important. She really understands how costumes fit into the environment and not be the star of the show.

Bruce Carse, Below the Line:

That was the great thing, even going back to Episode IV A New Hope: your attention to detail. The spaceships were dirty, they had been lived in, they were real.

George Lucas

The interesting thing is that the costumes in IV, V and VI were specifically created not have a lot of design involved. We had stormtrooper outfits, we had Imperial uniforms, and then we had our main cast, which was all very, very simple. There was no fashion involved at all. It was a place in the far reaches of the universe, so we didn't have to go to the opera, we didn't have to go to into a city, and we didn't have to go to a lot of different planets. It was very, very limited in what had to be designed, and that was done on purpose, because I just didn't have the resources to do a full blown alien world.

It really fell on Trisha on Episode I to move into the real world of society and fashion in this fantasy world we created. That was very hard, to still keep that, "Let's make this all look realistic, and let's not make it look corny and phony." We have to take a lot more risk. I would say I, II and III have 100 times more creative risk going on than IV, V and VI do. Episodes IV, V and VI were minimalist in the way the costumes were presented - this is not.

There are a million challenges that we had to overcome every day. Trish ultimately was the one responsible for making those costumes fit into the environment, she was the one who actually pulled it off.

Bruce Carse, Below the Line:

Just amazing work. You've spent more than 10 years now developing the digital pipeline. Why was it so important to change the paradigm of how movies are created?

George Lucas:

In order to do something like Episode I, II or III, I had to create worlds in ways that I couldn't do in the old-fashioned way. I couldn't build sets that big, I couldn't have that many extras, I couldn't create that many costumes.

Financially, I'm a little tiny company - I'm not like these big studios here. For me, doing a $100-million movie is a really big deal. I mean, that's as much money as I can pull together. You know, I couldn't possibly produce a $300-million movie, it's just not possible for me to do that.

So, I have to be able to create a big world for a very small price - using a lot of tricks. Primarily, it was digital technology that allowed me to move to that next level. I started using it on The Young Indiana Jones TV series. We experimented with it, and then we moved into doing it in features.

That's another thing about the costumes and about digital technology - we have digital costumes. A lot of characters are wearing digital costumes, which are really amazing, and Trisha was involved in those designs. Supplying ILM with the cloth to say, "This is what that cloth looks like. This is how it moves," so they could replicate it and do a simulation of the actual cloth the digital characters were wearing.

The other part of it is shooting digitally. Even though we had to dumb it down quite a bit, so that it looked like film - it's really overly sharp - it put a bigger demand on costumes and on make up. Those are the two main areas, and the sets have to be a little bit flashier too. The sets are in the background a bit, but the costume is right there, three feet away from the camera, so it has to be right.

Trisha couldn't skimp on anything. It had to all be very, very detailed. It was the one thing that was closest to the camera - closest to the hi-def camera, which is was more hi-def than anybody is used to using in movies. So she really had to make sure that everything was perfect.

Bruce Carse, Below the Line:

The advances in the camera system that you used on this last film: How did that enable you and Rick to settle on this film, as opposed to Episodes I and II? What was different?

George Lucas:

Well, we were designing cameras three years before Episode I. We didn't get it finished for (Episode) I. We did get it finished for shooting our delay unit, which is a two-week shoot we do a year after we shoot the regular movie. We shot two weeks of it digitally with a real big, huge, funny prototype camera. It sort of looked like an old Technicolor camera with cables all over the place. Then, when we got to Episode II, … (to Rick McCallum:) was it about three weeks before we started shooting that we got the camera?

Rick McCallum:

Finally got the cameras, lenses, but we didn't have a server and the projector wasn't ready at the time …

George Lucas:

It was real beta-testing movie making. We got the first set of cameras off the production line, which we'd been working on for six or seven years. Everybody was kind of like, "What are we doing?" We were experimenting. We hadn't quite done this before. We were learning as we went along and made Episode II.

The great thing about Episode III is that I used the same crew, same cast, same equipment - same everything, and it's great because then we all knew what we were doing. It took me one movie to figure it out. On the second movie, everyone was very comfortable working in the medium, we all knew all the tricks, we'd been through this before, so it was very fast, it was very easy and it was fun.

It was fun to be able to use this new medium, and we pushed it much further because on the first film we had maybe 25 percent digital sets, the second film we had maybe 50 percent digital sets, and in this film I'd say there's 85 percent digital sets. We were able to push the limits of what we needed and what we built, which allows you a whole different kind of flexibility. I had a five-page scene and I said, "I can't do five things in this set." Unfortunately, I didn't figure this out until about two days before we were going to shoot it.

Rick McCallum:

It was the day we shot it. (laughs)

George Lucas:

But it was like, you know, you get in there and you rehearse it on the set, thanks to our very efficient production department, who were painting and drawing as I was shooting.

My crew was fantastic. Everyone relies on a grew crew. I mean, a crew makes everything run, and we had been together since Young Indy, so we really knew each other and how to do stuff. It helps to have a crew that's used to working together and used to working with me and my psychotic behavior. But I don't think my behavior is that much different from other times. (laughs)

Bruce Carse, Below the Line:

You and I have talked before about pre-visualization, and way back in the day there were simply storyboards, then animatics and other advancements. What was unique about pre-visualization on Revenge of the Sith?

George Lucas:

When we did Star Wars we used old documentary movies to create our pre-viz because I couldn't afford to do the animation. As we moved along, I did this on every single Star Wars. When we got down to Episode III, it got to the point where we pretty much pre-viz'd the whole movie.

So, I cut the whole movie, then worked on changing it, rewriting it and adding sound effects, figuring out what we were going to do - all before I started shooting.

As a result, it allowed me to have a much better vision of what was going to happen. Instead of having storyboards on the set, we could just turn on the monitor and say, "This is the scene we're shooting. This is what it looks like, these are the angles and this is how long the shots are gonna be."

Of course, as any reasonable director would, I threw all that out and did whatever I wanted. I came back and then tried to figure out what it was we actually did. (laughs)

It's very hard because you're cutting a film before you're shooting a film. It's the same thing with lighting. We're lighting the movie before we're actually making the movie.

Bruce Carse, Below the Line:

You have this incredible art team who are the first ones to start. Can you tell us a little bit about that team?

George Lucas:

The design group starts out being as three or four people and ends up at about 10 to 11 and we have a pre-viz crew of about 10 to 11, and they start pretty much as I start writing the screenplay. They give me about three weeks to figure out what I'm doing. Then, as I move through, I tell them what each scene is going to be and what I need: I need this alien and that alien and this vehicle. There are so many things we have to design - there's hundreds and hundreds of things that need to be designed from scratch. It takes automobile manufacturers two or three years to design a car, and we design two or three hundred cars in the space of a year. And they're from different cultures and different times and different technologies. It's a huge amount of work.

Rick McCallum:

Ten thousand pieces of artwork.

George Lucas:

We've got a great group of guys, and then we bring in more people because I like to get a lot of different views on what we're doing. We start right from the beginning. I start writing the script and they start doing designs.

A couple of months into it, John Knoll and all they guys from ILM and David and Trish and everybody all come in and all look at where we are as I'm writing the script. Everybody puts their input into that. This is a year before we are going to shoot.

Bruce Carse, Below the Line:

From your perspective as a director, what were the two biggest challenges for you on Revenge of the Sith?

Goerge Lucas:

It wasn't a challenge - it was a cake-walk. (laughs) There's a lot of work.

Bruce Carse, Below the Line:

Was there ever a scene or a sequence that you weren't sure of?

George Lucas:

Well, the volcano was a bit of a challenge. I'm sure everybody had challenges … I know they had challenges.

We started working on a digital Yoda in Episode I; Rob was working on it, but we couldn't get it to happen on Episode I. Jar Jar Binks was the first animated character that had dialogue and was an actor using motion capture, which was very experimental at the time. Yoda was based on a puppet. One version was based on an actor running around with little polka dots and the other was based on a puppet. We photographed Frank Oz doing the part, we studied the puppet and how it looked in the other movies. It took four years of research to get to a point where we had a digital character that looked like the puppet. The biggest problem was that he came out better than the puppet and I said, "No, no, no, no. We've got to tone it down, we can't do that." So, there were a lot of challenges there.

Rick McCallum:

I'd just like to say one other thing about pre-viz. One of the really interesting things about the process is that George actually sits down with Ben and our pre-viz group - which was started by a young man named David Dozoretz 10 years ago. He's here somewhere - a fantastic talent. What happens is, they sit down in the morning and George comes up with five, 10, 15 shots, and the pre-viz group goes off and within a day or two they get the 15 shots.

Ben starts to cut that together for George and they start to think about the sound. So, pre-viz is not just some weird thing that you do very quickly and you've suddenly got a movie. It takes just as much time as if you were in the editing process and you actually shot with 150 or 200 people on your crew - but you get to do it with four or five people. The opening battle, I think, too, God … six months?

George Lucas:

Yeah, it took a while. The last year in pre-viz, I would go up at lunch for two hours to the pre-viz department and I would stage a scene one day. I would say, "OK, he comes in the door, he goes over here, he picks something off the desk, goes over here begins his dialogue, does this thing and then he walks out." We even have the dialogue, the stuff that the talented group you saw earlier does. (laughs) It's brilliant sometimes, and sometimes it's just something you have to live with. (laughs)

But you have the whole thing - all of the voices and everything you need. I can do a whole scene in two hours. Then, almost before I can get down to the editing room, they've shipped it down there and Ben's already got it. We sit down in the afternoon and cut the scene I just shot at lunch - and it's great because I can cut it and say, "Oh, we forgot something. We forgot the medium two-shot." It's a great way to make a movie. You're really cutting it. You're making a real movie, you're not doing an estimate.

Bruce Carse, Below the Line:

Do you shoot in order now?

George Lucas:

No, not really. It all comes down to -

Rick McCallum:

It's about resources and such.

George Lucas:

When you're turning over every day on the set, you shoot one day on the set and then the next day you're on a different set … how many stages did we have?

Rick McCallum:

We had eight stages, seven sets, 55 days - so every day we were moving stages sometimes two, maybe even three times. The great thing about digital, too, is you know it's in focus, you know you have it, so there's no wait for dailies. You strike (sets) immediately because the space is so desperate for us.

George Lucas:

As soon as I'd walk off a set, it would be struck. Practically overnight. They would strike it overnight and if we came in in the morning and had a second though it was like … (laughs)

Rick McCallum:

You're pate, you're toast!

George Lucas:

The reality is that when we shoot, we also shoot a still mosaic of the entire set, so if I do need to come back, even a year later, and I need that background, I can recreate it. I can find any piece of background on any set and say, "OK, well do a close up here," and they just add the set behind them. The sets are all stored in the computer.

Rick McCallum:

Before we do a shot with a real actor, we'll come up and shoot 360 degrees of every angle so we always have virtually every single square inch of that set.

George Lucas:

This especially helps if the director doesn't know what he's doing. (laughs)

Rick McCallum:

That's why we shoot absolutely everything. (laughs)

Bruce Carse, Below the Line:

Well, I do think we have some questions from the audience. There was talk of releasing the original trilogy in 3-D. Is that a reality? Is that gonna happen? And what kind of 3-D is it gonna be?

George Lucas:

When we do it, we'll probably release all six of them in 3-D, starting with Episode I and working our way through in the right direction. This comes out of a lot of development and experimentation that InThree was doing with us way back when. Then a couple of years later, Jim Cameron got into it - he's also a 3-D guy, and Bob Zemekis and Robert Rodriguez. A whole group of us got together, and since I've been pushing digital in theaters for 10 years now and with very little luck, it seemed like an interesting thing. Everyone said, "Well what's the advantage to the fact that it's better quality?" (laughs) And I said, "Well, people do actually care about quality."

All you have to do is walk into a movie theater somewhere in the Valley three weeks in to the run and you'll see what the problem is. That's what people are seeing, and you don't want that to happen. I had a company, THX, that was just dedicated to making quality in the theaters. That's what digital will do. It's the same image on the first day as it is tenth the tenth week. There are no scratches, there are no tears, it's all perfect - the way you shot it. Three-D gives people an impetus to say, "Gee, here's this whole new thing we can do in digital, it doesn't cost anything more, and it's the exact same set up. All you have to do is pop on some glasses. But t otherwise it's a no-brainer. You can show regular movies, you can show 3-D movies, you can show advertising. You can show whatever you want - boxing matches or whatever.

From my point of view, the only thing I care about is quality. I just want my films to be seen with the highest level of quality. I'm just not ready to have it be degraded during the first week.

Bruce Carse, Below the Line:

We have some questions that aren't as technical either. One person says, "My friends and I need closure. How old is the Emperor?"

George Lucas:

Not as old as I am. I don't really know. This is the first time anyone's asked me this! I would say, when he dies he's maybe 120. How's that?

Bruce Carse, Below the Line:

We are going to ask another question that we asked Rob earlier. Rob said he's been asking you for years as to what kind of alien Yoda really is.

George Lucas:

You know, I've never really gotten around to figuring that out. There is no answer. I just never gave him a planet to come from. I like him to be a mystery. He's the little frog prince of the movie.

Bruce Carse, Below the Line:

George, I've heard rumors that Star Wars was originally written as three trilogies. Was it difficult to fit the saga into six films?

George Lucas:

That's the way I wrote it. There were never three trilogies. There was really only one film. It started out as one simple film, Star Wars: Episode IV A New Hope. That's all it was, and it was based on Saturday matinee serials, where you come in on a Saturday matinee, you see chapter four, you have no idea what came before or after - you just see chapter four. that was the whole idea.

In the beginning, it was one film. It was a kid on a planet who gets involved in the great galactic battles going on. He discovers that the archvillain is his father and then in the end he redeems him. That's the movie.

But, when I wrote it, the script it was 200 pages. Obviously, when we started, I just wanted to get the film done.I'm sure everyone is familiar with the story that he deal was for a $3.5 million movie, and I looked at that and thought, "Well I can do a lot, but I certainly can't make this movie for $3.5 million." So, I had to cut it down, and I chopped it into three pieces, because it conveniently fell into three acts. I said, "Well, I'll take the first act and make that. And I swear I will make the other two acts and that will be a trilogy."

That was the original movie - the tragedy of Darth Vader. So that's how it grew into three films. In order to write that one movie (A New Hope), I had to figure out what happens before Episode IV, even though we were never going to find out. I had to know who these people were, where they came from, what happened to them, etc.

So, before I wrote that, I wrote the back-story. I'd been through a number of scripts at this point, and then I finally put it all down and said, "OK, this is the story." I went back and wrote the back story about who everybody was, were they came from, where the Emperor came from and all the other stuff - and then I wrote the first movie. Then it grew into three movies.

When I finished Return of the Jedi, I figured that was it for me, I'm out. I was very happy to be out. I had a new daughter and I was going to raise my daughter and be a parent. That was more important to me. I'd produce a few movies as executive producer - but that's hard work. It's probably twice as hard as being a studio executive. (laughs)

So I did - I raised my daughter. I'd go to work at 11 a.m. and come home at 3 p.m., take whatever days off I needed for my daughter. I basically was retired for 15 years. It was very worthwhile and it never occurred to me that I would go and make the prequels because the prequel was written as a book, as a literary thing, it was not as a movie.

Star Wars, as I was saying, was very, very carefully written around the technology. I knew what I could do and what I couldn't do, and each movie had a challenge in it. Like with the first one there was panning with spaceships. Most people think that isn't hard, but it was hard. It was a really difficult thing to pull off. We had $2 million for special effects, and I said, "We've got to invent new technology." We were going to have to make a model version of an animation camera and somehow make that work so we could do repeat passes like we can in animation. But it was all completely new stuff, and it had to be run by computer. We accomplished that - barely.

Then in the second film I said, "We are going to have a two foot tall green character who has to act - who's a main character in the movie. How can I make that be realistic?" He'd have to do a performance, he'd have dialogue and lines. How could I make that be real and make people actually believe that exists?

I talked to Jim Henson, who was a friend of mine, and he recommended Frank Oz and we said, "Can you take a Muppet and make it look real with the crude servo technology that existed in those days?" It's one thing to do a man in a suit; it's another thing to do it when he's that tall. So, that was the challenge on the second film.

On each one I had this thing I that had to overcome, but it was only one little thing. Everything else was within reach. We could cut down on the sets, cut down on the costumes, cut down on the extras. Everything was done to save money and to do things that I knew I could get away with and it could actually happen.

The next three films weren't written like that. We'd go to the center of the universe and there's a capital and there's thousands of people, there's space battles, Yoda fights in it. I couldn't even get Yoda to walk!

I have one wide shot in all the original films where there's a midget walking in a suit and it was shot from all perspectives, but I couldn't do a fight that way. The set for Coruscant would have been as big as this room, and we couldn't afford that. So, we decided to do it in little chunks that we could mosaic together - but it was only that technology that allowed me to do that.

By the time I got back, my kids were old enough, and I thought, "Why don't I go back and direct?" But I was on two paths. I was either going to do my artsy-fartsy movies, which I've said I was going to do since I got out of college, or I was going to tell the other part of Star Wars.

When I did the original Star Wars, the whole concept of the tragedy of Darth Vader kind of got lost because it was broken into the three different movies and the arc of that whole story got dissipated to the point where it wasn't as strong as I'd hoped it would be.

So I said, "Maybe I will do those." After Jurassic Park, I realized that we could create real characters and have them run around and do all this kind of stuff. So, then I decided I'd go back and make the three movies.

Bruce Carse, Below the Line:

Rick, any final comments before we say goodnight?

Rick McCallum:

No - just that it was a lot of fun tonight. That's all it was.

Bruce Carse, Below the Line:

One final question for George. What was it like for you the first time that you watched all six movies in order?

George Lucas:

Oh, I was gonna do that over Thanksgiving. Thanksgiving caught up with me and I wasn't able to do it. I'm looking forward to that experience.