Empire at 40: A Celebration Of The Saga's Masterpiece

By Andrew Gilman Updated:
Empire 40

May 21, 1980.

An Imperial Star Destroyer slowly made its way through the vastness of space, a stark contrast to the vibrant opening of the film's predecessor. Everything is different.

Different would be the key word when it came to describing The Empire Strikes Back upon its release. Almost immediately, Empire established that it would be a different kind of movie than Star Wars (since re-dubbed A New Hope ). Even the title must have thrown audiences for a loop; audiences thought they were going in for Star Wars 2 yet quickly found out they were watching Episode V .

Like the original film, George Lucas wasn't afraid to take risks with his sequel. A New Hope was a cultural phenomenon, a cinematic event the likes of which the world had never seen. By all means, the logical move would be to make a successor that followed the formula of the first, a hopeful, upbeat adventure with a fairy tale ending.

Instead, Lucas chose to take the story in a darker direction. It's all there in the crawl. The filmmakers made it abundantly clear that audiences were in for a vastly different experience than they had in 1977, exemplified in the first two minutes by the beat-down Luke Skywalker took at the hands of the Wampa. That opening sequence proved to be a microcosm of the entire film.

Lucas has always operated against the status quo. Each of his films has pushed the medium into new, uncharted waters, in both storytelling and the ways movies are made. Lucas immediately asked audiences to buy in to a darker take on the Star Wars franchise, and by the time the credits rolled they had been rewarded with one of the greatest films of all time.

The Empire Strikes Back not only changed the way sequels were made, it raised the bar for storytelling as a whole. There's a reason why each subsequent Star Wars film has been judged based on how close they are to topping Empire. Films nowadays can only dream of stunning audiences the way "I am your father" did.

It's remarkable that the middle chapter in a trilogy has become such a universally regarded masterpiece. For a film that would make or break Lucas' company, it's safe to say Empire did alright for itself. There's no more appropriate time than now to take a look back at what makes this film so special, and we would be honored if you would join us in celebrating The Empire Strikes Back's 40th anniversary.


For all of the exciting spaceship and battle sequences, the pinnacle of the Original Trilogy has always been the Hero's Journey. Based on literature professor Joseph Campbell's The Hero With A Thousand Faces , Luke Skywalker's character arc follows classical motifs presented as modern mythology.

In order to progress the Star Wars story, a different direction needed to be taken. We knew about the characters, but we didn't know them. Lucas hired director Irvin Kershner to steer the ship, who's experience with telling character-focused stories was exactly what Empire needed. Lucas, Kershner, and screenwriter Lawrence Kasdan agreed that the story needed to challenge the characters in new ways, particularly Luke.

You launch into the second act, in which everything goes to hell. And that's usually the best act in a play.

- Lawrence Kasdan

In each of the three acts, we find Luke upside down, for varying reasons, facing new hardships that propel his journey. Things went down the drain for Luke immediately, and he was forced to learn several major lessons the hard way. Because his struggle was just as much internal as it was physical for this story, Luke was in need of a teacher, a wise old sage who can help him connect more with the Force.


When Luke and R2-D2 crash landed in the swamps of Dagobah, the last thing our young hero needed was a small creature pestering him at his campsite. His new little green friend stole his lamp and took a nibble out of his space fish sticks, and their encounter culminated in a tug of war between an astromech and an exiled Jedi master. Even as he's testing Luke, pretending to be a helpless wanderer with a couple of loose screws, Yoda passed on wisdom.

Wars not make one great.

- Yoda

With the benefit of hindsight, we can see that Yoda has already learned from his failures during the prequel era and is still eager to teach. When he finally reveals to Luke that he is indeed the Jedi master the young Rebel came searching for, he's already decided that the son of Skywalker lacks the patience to be a Jedi. In Yoda's mind, Luke is a disaster waiting to happen, just like Anakin. Fortunately for Luke, Obi-Wan is there to vouch for him, through the Force, more powerful than he can possibly imagine.

Despite his misgivings, Yoda agrees to teach Luke. The wizened master knows he needs to be tougher on Luke than he was with Padawan learners in the past, pushing him his pupil to let go of his fears and doubts in order to fully accept the Jedi path. By the time Luke is preparing to leave, Yoda doesn't want him to go. He knows Luke isn't ready to face Vader, that nothing but pain lies ahead, but like every wise sage the teacher has given the student enough knowledge to push on.

Strong is Vader. Mind what you have learned, save you it can!

- Yoda

Of all the decisions Lucas has made for Star Wars, choosing to use a puppet for Yoda was by far and away the riskiest. The success of Empire hinged completely on the puppet, one who would be the filmmakers' mouthpiece for conveying critical themes. There was a time when even a monkey was tested to play the role, and a human stand-in was used for a shot, but nothing was able to capture the magic like Frank Oz's performance combined with Mark Hamill's belief in the character.


Star Wars is made up of countless iconic elements, each of which contribute to creating the galaxy in a far away place in unique ways. At the heart of everything in Star Wars is the Force, surrounding and binding all of these elements into something so special. The Empire Strikes Back is a deeply personal journey for our heroes, Luke in particular, and all of the messages being taught to both the audience and the characters is brought to the front in one pivotal sequence.

Try not. Do, or do not. There is no try.

- Yoda

The key struggle for Luke is his belief. Throughout his training, he's constantly doubting his abilities and what he deems to be possible, something that goes as far back as the sequence with the remote in A New Hope . Yoda recognizes this and makes a point to prove Luke wrong by doing exactly what Empire excels at, showing and not telling. As he lifts Luke's X-Wing with relative ease, his student's stunned disbelief at the feat epitomizes all of his failures in the film.

I don't believe it.

That is why you fail.

- Luke Skywalker & Yoda

This message Lucas conveys in this moment is the heart of the film, and one of the key teachings in his saga. If we would only just believe in ourselves, we can open up possibilities to accomplish anything. The message has impacted young audiences spanning several generations, something so simple conveyed in the most powerful of ways.


As much as Luke's story is the center of the film, it's Han and Leia's growing relationship that pushes things forward. Luke's spiritual journey on Dagobah delivers the film's messages to the audience, but without a compelling foil the film could be at risk of feeling slow. Fortunately, Lucas and Kershner had two fiery individuals with a budding romance on their hands, Han and Leia's story just as interesting as Luke's.

There were hints at the possibility of a romantic relationship between the two in A New Hope , but when we meet them in Echo Base three years later there's clearly been a build-up. Normally cordial, we see yet again that nobody is able to get Leia quite as worked up as Han, and he's very open about how he's feeling from the outset. Their bickering is funny, but it makes the characters accessible as well by humanizing them.

I'd just as soon kiss a Wookie!

I can arrange that!

- Princess Leia & Han Solo

A situation sure to be a disaster, the Empire's pursuit of the Millennium Falcon ironically offers the chance for Han and Leia's relationship to ease and blossom. Despite what she said, it was always obvious that Leia never wanted Han to leave, nor did he want to. To see the two of them go from yelling at each other every moment a frame was shared to the scoundrel making a sacrifice and the princess prepared to do anything to save him is remarkable, and it's a testament to Harrison Ford and Carrie Fisher's phenomenal chemistry.


Empire wouldn't be what it is without the strong presence of the dark side. Lucas based elements of his saga off of the old Flash Gordon TV serials he grew up watching, and one of the heavy influences was the subtitles he gave the Star Wars films. Going into Empire , the audience already knew the heroes were in big trouble and, true to its name, Empire gave us the rare film where the villains dominate and largely come out on top.

The Imperial forces pose a credible threat to the Rebels, but they wouldn't be nearly as fearsome without the presence of their leader. While A New Hope introduced us to Darth Vader, Empire made him iconic. The Dark Lord is everything that a villain should be - imposing, cunning, smart, always two steps ahead of the heroes, but also vulnerable, as we see when we get a peek at what's beneath that helmet. Everyone fears Vader in this film, which in turn makes the audience fear what he's capable of, and what he can do to his enemies.

I am altering the deal. Pray I don't alter it any further.

- Darth Vader

What makes the villains even more interesting is that there are many of them, each very capable, yet unique, in their own ways. Boba Fett made his theatrical debut in Empire , and despite his limited dialogue we know exactly what he wants and how he was able to get it. We're introduced to several new Imperial officers in the film, though not all are competent, but even the ones that fail serve a greater purpose in showing us the price one pays for upsetting a Sith Lord.

Even Vader bends his knee to somebody. For the first time, we met the Emperor, though in the form of a hologram. The Emperor's introduction is brilliant in setting up the threat that he poses as well - if someone as powerful as Vader kneels before him, what is the master capable of? We know exactly what Vader and the Emperor want, although Vader has his own ulterior motives. Even Luke doesn't quite understand the threat he faces, making his inevitable confrontation with Vader all the more dreadful for the audience.

The son of Skywalker must not become a Jedi.

If he could be turned, he would become a powerful ally.

- The Emperor & Darth Vader


It was a bold move to shoot in the snowy plains of Norway, but being there physically was necessary to provide the lived-in feel for the movie. Just to the luck of Kershner and producer Gary Kurtz, the country was hit by the worst snowstorm in fifty years, forcing them to shoot scenes right outside of their hotel in the bitter cold. The snow proved to be problematic for several reasons, particularly making it difficult to work on the Battle of Hoth in post-production.

Everybody who's dealt with visual effects said 'never do snow', because you can't maintain the color. We ignored all of those warnings and decided to shoot in the snow anyway.

- Gary Kurtz

Despite the hardships faced by the crew, the battle between the Empire and Rebellion ended up being a major feat in visual effects. Like the Battle of Yavin in A New Hope , models were used for the vehicles. Unlike its predecessor, however, Empire's Snowspeeders moved much faster than any of the ships in the original film, making for an even more exciting battle. The menacing AT-AT walkers served as the perfect contrast to the speeders, a representation of the slow, but inevitable, defeat of the Rebels.

As is the case for the majority of the film, things don't go too well for Luke Skywalker during the battle. Right after he had healed up from the Wampa attack, his speeder was shot down by an enemy walker and he had to get creative to make an impact, all while avoiding being flattened into space pizza. Things weren't too much better for Han and Leia inside the base either, who had to scramble to the Falcon just to avoid capture.

Would it help if I got out and pushed?

- Princess Leia

Everything going on in this battle revolves around Darth Vader's determination to find Luke. He goes down to Echo Base to personally find Skywalker and his friends, but the Falcon happened to have a few tricks left in her to escape his grips, for the time being. The snowy backdrop for the entire first act serves as the perfect visual metaphor for the bleak circumstances faced by the Rebellion, making the darkness of space and oddly relieving sight after the battle.


We started the story on a gloomy world, but the third act took place in a heavenly counterpoint: Cloud City. From the outset, the city seems peaceful. Our heroes aboard the Falcon think they've evaded the Empire, and Han and Leia's romantic relationship is swelling. in many ways, the setting is supposed to be as soothing for the audience as it is for the characters. Just as it was relieving to get off of Hoth and away from the Empire, it's relieving to get out of space and find safety. Or so we think.

The introduction of Lando Calrissian takes place fairly late in the film, but his impact is immediate and lasting. Han's old buddy was just as much the charming scoundrel the pilot said he would be, but something was off - both to the audience, and to Leia. Star Wars has always been great about giving viewers and entry into the stories, but Empire in particular excels at this. Because we're viewing the events from Leia's perspective, it's no surprise when Lando betrays the group and turns them over to Vader.

As the situation grows worse for our heroes, the sets we find ourselves in on Cloud City progressively get darker. The blood-red corridor is a visual metaphor for the pain Han is in, the dark holding cell with little light is where our heroes begin to lose hope, and the Carbon Freezing Chamber represents hell within heaven. After Han and Leia go through their gallery walk of Cloud City's gloomy settings, the clock resets as Luke has his turn, going from the peaceful, white halls into the grim trap that lies ahead.

I love you.

I know.

- Princess Leia & Han Solo

When Han is brought to the Carbon Freezing Chamber, this could very well be his execution. Chewbacca of course throws a fit to save his friend, but we see how far Han has grown when he de-escalates the situation, as opposed to joining the fight. The entire film has been building up to Han's send off and the emotional payoff for his relationship with Leia. Han's final words are iconic now, and we all know they were ad-libbed by Ford, but it's hard to imagine it going any other way. Lando, for his part, is clearly feeling miserable about the situation, and Vader, through all the heartbreak, is one step closer to achieving his goal.


The Force is with you, young Skywalker, but you are not a Jedi yet.

- Darth Vader

Vader's first words to Luke set the tone for their showdown immediately. The way Kershner transitioned from a chaotic shootout into a fateful encounter driven by tension is incredible, appropriately bringing everything to a crashing halt to then carry the rest of the third act forward. What makes the scene so tense is the eerie silence in the Carbon Freezing Chamber, followed by Vader's breathing and initial taunt. There's no music, no words from Luke, nothing but the sound of lightsabers that do the rest of the talking.

Unlike many of the other Star Wars fights, we knew this lightsaber duel was coming. The filmmakers slowly set up this encounter over the course of the film, building off of Luke's fears that he faces on Dagobah and telling us right in the crawl how important finding the young Rebel is to Vader. By the time the Dark Lord's plan is set in motion, Luke feels he has no choice but to face him, and his masters and the audience both know he has no chance. And when Yoda says there is another, the possibility arises that Luke could die.

I felt I needed something powerful going on inside Luke's soul.

- Irvin Kershner

It becomes evident almost immediately that Vader is just toying with Luke, trying to push him towards the dark side. Our hero uses the skills he learned under Yoda, but he really has no chance. Vader easily knocks him down several times, and when Luke is able to knock the Sith Lord over the edge, it's because he allowed it to happen. This builds up Luke's overconfidence even further, and he makes his biggest mistake in the film: he follows Vader.

Had he been level-headed, Luke would've known the fight wasn't a competition. He'd have taken off from Vader and gone to help his friends, the whole reason for going to Cloud City. Instead, he entered an even darker room than the first, and Vader lit him up without even raising a hand. Even after being tossed out a window, Luke still came back for more, and the Sith Lord unleashed the full fury of the dark side. Luke got a lucky hit, but Vader ended the fight instantly thereafter, and only then did the hero start to learn how grave his errors were.


One would think that the beating Luke just took from Vader would be as bad as things could get for the young hero. He learned very quickly that he was in over his head, and objective of his fight went from win to survive . When he loses his hand, and his lightsaber, the probability of making it out alive seems pretty bleak, even for a hopeful character like Luke. He's hanging by a thread to an extension on a catwalk, overlooking an endless pit and certain doom, but Vader puts down his weapon and speaks.

The brilliance in this scene is that Luke has no choice but to listen. He didn't listen to his masters when he left Dagobah, he didn't listen to Leia when she told him he was entering a trap, but because of his reckless actions he has to hear out his enemy. He had to listen to the man he believed was responsible for killing his father, the source of his anger. And then his entire world is shattered.

No, I am your father.

- Darth Vader

If you're Luke Skywalker, your day can't get any worse at this point. Following the initial shock of the revelation, everyone's first thought is that Vader is lying. But Luke knows it's true, and everything he stands for is challenged in this moment. The singular thing motivating Luke to become a Jedi is to follow in his father's footsteps, yet right in front of him stands the father he believed to be dead, one of the most evil beings in the galaxy.

Oh my God, I was as shocked as the audience would later be. This is so primal, nothing could top Darth Vader being your father.

- Mark Hamill

For all intents and purposes, Darth Vader's reveal is the ultimate plot twist that every film made since has aspired to achieve. For audiences in 1980, Luke being the son of Vader was the last possible thing anyone could have expected. One of the classic Star Wars debates is the order to show new viewers the films, and release order is such a strong preference largely because fans want to maintain this surprise. Empire is an incredible film in its own right, but this shocking twist turned the movie from stellar to iconic.


As always, the unsung hero of the Star Wars franchise is John Williams. Of the many risks Lucas made with the original Star Wars film, one of the most overlooked decisions made was to use a full orchestra for the score. While many aspects of the production were a colossal disaster, the only thing that exceeded Lucas' expectations was Williams' music. The most obvious move to make for The Empire Strikes Back was to again enlist Williams again to build off of his previous work, who was more than up for the challenge.

Music is the most fun part of making a movie, especially with John, because the music turns out perfect.

- George Lucas

The Imperial March. Yoda's Theme. Han Solo and the Princess. The Asteroid Field. Lando's Palace. The score for A New Hope was pure magic, but there's something special about what Williams was able to do for Empire . Every Star Wars film has one core theme that's frequently employed throughout the story, but Empire has several. Each of the aforementioned themes features heavily in the film, and they also appear several times in subsequent Star Wars movies as well.

What's most impressive about Williams' score is how easily he's able to do all of the talking for a scene when dialogue isn't present. When The Imperial March starts up for the first time, we know right away that we're being re-introduced to Vader, and the theme is just as responsible for the villain's status as an icon as his appearance and story are.

The love theme for Han and Leia is used several times in pivotal moments to express what's going on in the characters' heads, culminating in full-blown renditions when the two fully commit to one another. Yoda's Theme perfectly captures the essence of the wizened Jedi master, and key moments like the X-Wing scene wouldn't have nearly as much impact without Williams' score.

We're very fortunate as Star Wars fans to have something so inherently special to celebrate 40 years after its release. There's an indefinable sense of magic to Empire, something present throughout the entirety of the film. It's hard to put a finger on what exactly makes Empire so good because every element imaginable just feels so right.

The beauty in this film is its simplicity. At the surface level, the story is very straightforward. The main character needs to learn how to use his special powers, the heroes are on the run, and the bad guys are in constant pursuit. But when we begin to peel back the layers, Empire has so much to say, and in so many ways. Many pivotal lessons intended for younger audiences are conveyed through nonverbal visual moments, and the teachings that are presented through dialogue are largely done so through a small puppet.

For George Lucas, Empire was an all-or-nothing effort. Having fought hard to retain his independence from major film studios, he needed his Star Wars sequel to be a massive hit in order to solidify his own company's legitimacy. But it wouldn't be a Lucas film if risks weren't taken. Shooting in the snow, separating the heroes, using a puppet as the Jedi master of the movie, having the bad guys win - these are all incredible risks to take, especially for a sequel to the most successful film of all time.

The most interesting aspect of the film is that, yes, the Empire did strike back, but the main villain didn't really win. The entire plot revolved around Darth Vader's efforts to find Luke and turn him to the dark side, nothing else was important to him. The Rebels were in shambles after Hoth, the heroes were reeling in their personal defeats, Luke had even been physically maimed, but Vader still lost emotionally. That's what made him such a compelling character, beyond how cool he was every time he entered a room.

After four decades, Empire still holds up, as meaningful as ever. Whether you've seen it once, twice, hundreds of times, thousands of times, it still means so much. We'll always be invested in Luke, Han, and Leia's journeys. Chewie will always be the ever-loyal sidekick, Lando will continue to charm everyone, and the goofball droids will amuse audiences for decades to come. Yoda's words of wisdom will forever resonate with viewers, young kids in particular. Darth Vader will forever remain the greatest villain of all time.

The Empire Strikes Back deserves all of the acclaim and recognition it enjoys. It's so easy to gush about the film, endlessly, but there's one thing even better than talking about it: watching it. If there's ever a time to fire up Empire , its 40th anniversary would seem to be it. Star Wars fans will forever be grateful for the gift that George Lucas, Irvin Kershner, and the stellar cast and crew have given us. On this day, there's cause for celebration and the chance to believe in something special - for my ally is the Force.

And a powerful ally it is.

- About The Author: Andrew Gilman