No one wanted Star Wars when George Lucas started shopping it to studios in the mid-1970s. It was the era of Taxi Driver and Network and Serpico; Hollywood was hot for authenticity and edgy drama, not popcorn space epics. But that was only part of the problem.
As the young director had conceived it, Star Wars was a film that literally couldn’t be made; the technology required to bring the movie’s universe to visual life simply didn’t exist. Eventually 20th Century Fox gave Lucas $25,000 to finish his screenplay—and then, after he garnered a Best Picture Oscar nomination for American Graffiti, green-lit the production of Adventures of Luke Starkiller, as Taken From the Journal of the Whills, Saga I: The Star Wars. However, the studio no longer had a special effects department, so Lucas was on his own. He would adapt, and handily: He not only helped invent a new generation of special effects but launched a legendary company that would change the course of the movie business.
Industrial Light & Magic was born in a sweltering warehouse behind the Van Nuys airport in the summer of 1975. Its first employees were recent college graduates (and dropouts) with rich imaginations and nimble fingers. They were tasked with building Star Wars’ creatures, spaceships, circuit boards, and cameras. It didn’t go smoothly or even on schedule, but the masterful work of ILM’s fledgling artists, technicians, and engineers transported audiences into galaxies far, far away.
As it turns 40 this year, ILM can claim to have played a defining role making effects for 317 movies. But that’s only part of the story: Pixar began, essentially, as an ILM internal investigation. Photoshop was invented, in part, by an ILM employee tinkering with programming in his time away from work. Billions of lines of code have been formulated there. Along the way ILM has put tentacles into pirate beards, turned a man into mercury, and dominated box office charts with computer-generated dinosaurs and superheroes. What defines ILM, however, isn’t a signature look, feel, or tone—those change project by project. Rather, it’s the indefatigable spirit of innovation that each of the 43 subjects interviewed for this oral history mentioned time and again. It is the Force that sustains the place.
The movie was an immediate hit—but Lucas left for a Hawaii vacation soon after it premiered, so he didn’t realize the scope of the phenomenon until friends called him a week later. When he returned, he decided to finally relocate his budding effects shop to Northern California. Not everyone would make the move with him, it turned out—including John Dykstra.
Lucas: Before that I was completely burned out, so I didn’t really care. But then I began to say, “Gee, I could do the sequels.” We got a place in San Rafael and started moving.
Gawley: Twenty people moved up. Our assignment was to set it up again.
Kathleen Kennedy (president, Lucasfilm) Photo by: Dan Winters
Spielberg: On Kerner Street.
Bailey: The sign, which we kept from the business that was there before, said Kerner Optical. But we were under siege. There were people going through our dumpsters at night. Guys would pose as flower deliverers just to get inside.
Cary Phillips (research and development supervisor): Kerner was an absolute dump. But it was infused with this sense of “we’re here to do stuff.”
Kathleen Kennedy (cofounder, Amblin Entertainment): Jerome’s Chocolate Chip Cookies was behind us. The smells would just waft in.
Muren: John was completely different from George. Skilled at the electronic side but sort of a let’s-wing-it type.
Dykstra: I wasn’t interested in going to San Francisco. I wasn’t invited.
Muren: I hadn’t heard from George and other people had, so I called his producer, Gary Kurtz. He’d been afraid to talk to me about it because he thought I was in alliance with John. And I said, “I’m not. I’d love to come.”
Peterson: 40 years later …
Spielberg: The person with the most Oscars alive today is Dennis Muren.
J.J. Abrams Photo by: Dan Winters
J.J. Abrams (director, producer): Working with Dennis is like playing guitar with Paul McCartney. You can’t believe you’re getting to collaborate with him.
Muren: The Empire Strikes Back was the hardest film I’ve ever worked on. We had to train people to do work that we barely knew how to do.
Lucas: The big challenge on Empire was Yoda. We knew how to fly spaceships; the thing we didn’t know how to do was have a 2-foot creature make you believe that it was a real live thing and not just a Muppet.
Ron Howard (director, producer): I remember going over to the old warehouses he’d rented, and what they were doing on Empire was jaw-dropping. I felt absolutely like the kid who’d gotten into Santa’s workshop at the North Pole.
Spielberg: It was just a great place to hang out: mad sound scientists, mad visual scientists, and in between shots we’d go set off M-80 firecrackers between buildings and shake up the whole neighborhood. I was in my early thirties, and it was the most fun playground I had ever been to.
Given Lucas and Spielberg’s friendship, ILM had a strict policy to never turn away the director’s projects, so the years after were full of Spielberg productions. That era also saw the beginning of ILM’s switch to digital effects.
Lucas: We did Raiders and then E.T. Star Wars.
Muren: We made it through two years without a Star Wars film. I think we did five films in that time. Dragonslayer was when we managed to make stop-motion animation look more real than it had before, by putting blurs on it.
John Knoll (chief creative officer): The dragon looked like it was alive. How were they doing that?
Muren: We had a miniature dragon Phil Tippett had made, and we programmed it at slow speed instead of having an animator moving one frame at a time. We got a Technical Achievement Award for that. We called it “go motion.” A lot of people still think it’s the best dragon that’s been done.
Ed Catmull (president, Pixar): George wanted to bring high technology into the industry, so I got a call out of the blue with the opportunity of a lifetime.
Lucas: I started what I called the computer division: Ed, Alvy Ray Smith, and a whole bunch of MIT guys Ed knew. We brought them in and put them in a building next door to ILM. ILM didn’t want anything to do with them.
Catmull: I joined in July of ’79. I worked in George’s office for the first several months because he was off shooting Empire in London.
Lucas: I gave him a list of things I wanted to build: a digital editing system, a sole-purpose graphics computer. It was a visual computer—the Pixar. The first thing we ever did with it was a little piece from Star Trek II, when they convert a barren planet into a fertile one.
Catmull: The goal was to get it so you could mix computer-generated images in with live action. The more momentous sequences in that sense were actually in Young Sherlock Holmes and The Abyss.
Spielberg: John Lasseter created the shot in Sherlock, which was the Knight Templar jumping out of a stained glass window in a church and attacking the priest.
Bill George (VFX supervisor): With the stained glass man, there were some really amazing things that gave you an insight into where computer graphics were heading.
It was clear that CG could help make magic—but while Lucas saw the Pixar computer as the way to make Yoda sword-fight, Catmull and his team wanted to use it to create animated movies. Ultimately the two divisions parted ways: ILM kept the team’s technology for its own use but sold the computer division to Steve Jobs as the company Pixar. Meanwhile, ILM’s stature and reach continued to grow; the company not only strengthened the Star Wars empire with Return of the Jedi, it also handled the special-effects shots for Back to the Future, Cocoon, The Goonies, and many other ’80s favorites.
James Cameron (director, producer): ILM was the establishment, the big-bucks guys up on the top of the hill. If you were a big studio and you were doing a giant movie, you went with ILM.
Bailey: With Howard the Duck, we went through a huge R&D project finding the right feathers. A lot of us put in more than 100 hours a week. Each feather had to be very carefully trimmed with surgical scissors—there are people credited as “featherers.”
Lucas: Someday, I hope, Marvel will make a new version of Howard the Duck, and you’ll see it could be a good movie. A digital duck will make that thing work.
Knoll: If you were a new guy at ILM, they put you on the night crew—my shift was from 7 pm to about 5 am. In my free time I was working on an idea with my older brother, a software engineer getting his doctorate at the University of Michigan. Ultimately it developed into Photoshop.
Muren: Somewhere around the time before we made Ghostbusters II and Willow, it seemed like we really hit a wall. CG had been floating around as this carrot: It was promising all this stuff for like 10 years but wasn’t really delivering on it.
Prototype anamatronic head/performance helmet for Slimer from Ghostbusters II Photo by: Dan Winters
Howard: But what a transformation we had to do for Willow.
Lucas: In the script, a goat morphs into all kinds of animals and finally into an elderly woman.
Howard: I expected it to be done the way werewolf transformations had always been done, with prosthetics and dissolves and cutaways. Dennis Muren wandered into our story conference one day and said, “I think we could do the transformations a little more seamlessly. It wouldn’t be shot in-camera, it would be in the computer.” I had no idea what the hell he was talking about. It blew my mind.
Colin Trevorrow (director, Jurassic World): When I was a kid, my dad brought me to Kerner Optical to be an extra in Ghostbusters II. I’m not sure if I recognized how special it was at the time.
Cameron: Set the clock forward to 1988. I’m starting to do The Abyss. There was one sequence in that film that I imagined but couldn’t figure out—the pseudopod sequence, the big water weenie that comes through the ship and makes faces. CG was completely unproven. We didn’t know how it could be integrated with film.
Catmull: Pixar, as a new company, bid against ILM to do the effects for The Abyss. But Cameron gave the job to ILM, probably wisely, because if it didn’t work with the computer then he knew they could do it some other way, whereas we only had one way of approaching the problem.
Cameron: Dennis Muren was curious and excited and wasn’t at all how I thought the ILM guys would be. He helped produce this soft-surface character: flowing, rippling, very complex. It became a pivot point in the history of visual effects.
The Abyss, as Cameron puts it, was “a first date” with ILM. The second date would be Hollywood’s biggest-ever gamble on computer graphics. Enter a handful of mad geniuses with rock-star reputations.
Cameron: Terminator 2 was the most expensive film ever made at that point, and it all hinged on this liquid metal guy. So now we’re making, essentially, one of the two main characters of a $100 million movie a CG effect. That was really scary.
Stefen Fangmeier (VFX supervisor): The graphics department was small, and the spirit was pioneering. These days you can buy all this off-the-shelf software, but back then we invented everything as we went.
Cameron: Spaz Williams and Mark Dippé helped solve these problems.
Mark Dippé (VFX producer): We did whatever the fuck we wanted, and because we were from ILM, people gave us respect.
Alex Jaeger Photo by: Dan Winters
George: Steve Williams had a motorcycle and played hockey, and all the guys who came in behind him wanted to be Steve “Spaz” Williams. Spaz and Mark Dippé weren’t nerds with glasses working on computers. They were these unusual, freaky guys coming up with new technology and really brilliant ideas.
Steve “Spaz” Williams (VFX supervisor): I used to serenade the machines with my bagpipes so they wouldn’t crash.
Dippé: We made so much noise that they put us in an old sound-mix bay with soundproof doors. We called it the Pit.
Williams: We used to blast Beethoven and Alice Cooper’s Love It to Death.
Alex Jaeger (art director): You would go down this really steep stairwell—down into this little dark, windowless room.
Dippé: Robert Patrick, who played the T-1000, agreed to come be our puppet. He had to stand there, like being crucified, while makeup artists carefully painted all these lines on him so we could re-create everything on the computer. We digitized his face! It was so painful, but he was totally game. He went all the way, man.
Fangmeier: There’s that scene after the truck crashes and the T-1000 emerges—we wanted to have the flames reflecting off the alloy skin as the T-1000 walks through them.
Gary Rydstrom (sound designer and director): When the T-1000 goes through the doors in the mental institution? Turns out that if you hold a can of dog food upside down, the sound of that cylinder slowly coming out of the can is the perfect combination of mud, metal, and suction. That sound effect cost 75 cents.
Cameron: It always seemed like it was in the last 5 percent of the process that it came together. You’d see these wireframes, there was always this feeling like, “My God, we’re never going to get this.” And then you’d go from a wireframe to a gray surface. And you’d think, “Well, it’s kind of getting there.” And then? You’d just be shitting yourself.
Just as work was wrapping up at ILM, another Spielberg production came through the doors, this one involving dinosaurs. As much as and had advanced the cause of CG effects, would become a watershed moment—the demarcation between the days of antiquity and the byte-sized future.
Williams: Dennis Muren took us across the street for lunch and said that there was this huge job coming in from Spielberg—something with dinosaurs.
Phil Tippett (founder, Tippett Studio): After Empire, I’d started Tippett Studio. Jurassic Park was a co-venture between Tippett and ILM.
Jim Morris (former ILM president): Phil was gonna do the dinosaurs with stop-motion, and we were gonna composite them into the plates with the actors.
Williams: We said, “Why don’t we just fucking build the whole thing in CG?” The authorities here told me not to bother trying. But we knew digital was capable of this shit.
Dippé: We didn’t have the go-ahead. Spaz and Stefen and I were fearless fools.
Fangmeier: We went to the Oakland Zoo and filmed elephants and rhinos just to see how that kind of skin folds.
Williams: I was riding my bike and I ran into a guy from Tippett’s department. He says, “What are you working on?” I say, “I’m building the T. rex.” And he goes, “What the fuck are you talking about? We’re doing that!” He almost got physical with me.
Tippett: I’d done a lot of studying with dinosaurs—I’d made a stop-motion dinosaur film—so I had totally boned up on the latest paleontological ideas.
Dippé: The CG dinosaur was accidentally shown to Kathleen Kennedy [one of Jurassic Park’s producers].
Williams: I finished a CG demo on Sunday night, and the next day Muren and Kathleen Kennedy came walking in and the T. rex walk cycle was playing on a big monitor. She stops and goes, “What’s this?” I say, “I’m just messing around, just working on stuff.”
Dippé: After Kathleen saw the test, the decision was made to show it to Steven. Dennis brought it down to LA and projected it for Steven at Amblin.
George: They had the T. rex chasing the raptors.
Lucas: The test blew everybody away. People cried.
Spielberg: The fluidity of the running cycles was such that there was no comparison—even with go-motion. I just said, “Well, stop-motion as a process is extinct.”
Trevorrow: I had a friend who worked at the Grand Lake Theater in Oakland, and the night before Jurassic Park came out we sat in the middle of this empty, massive movie palace and had a special screening all for ourselves. I went in as a somewhat jaded 15-year-old who thought he knew how everything worked, and I came out as a kid marveling at the adventure that we were all taken on.
“It was like a giant switch was thrown overnight,” Ed Catmull says about Jurassic Park’s effect on Hollywood. CG began to spread everywhere, with movies being green-lit on the strength of a single test shot. Projects once thought impossible became possible—and for Lucas, that meant his long-imagined but never-realized Star Wars prequels.
Lucas: I never thought I’d do the Star Wars prequels, because there was no real way I could get Yoda to fight. There was no way I could go over Coruscant, this giant city-planet. But once you had digital, there was no end to what you could do.
Bailey: When the CG started up, we all panicked. It was like, “Oh my God, these guys can put us out of business in about a year.”
Tippett: It was catastrophic for me. All my skill and craft was thrown out the window. There was no way I was going to work on a computer.
Bailey: But then they generated so much more interest in special effects that we got even more work.
Tippett: That necessitated bumping me upstairs, operating more in an animation supervisory capacity.
Williams: The technology was in its infancy, and we had a chance to shape it—but that became fucking Casper the Friendly Ghost.
Aaron McBride (art director): I didn’t think much of Casper at the time, but it had the first digital star character of a feature-length film.
Kennedy: ILM did a proof-of-concept shot for Twister. The minute we took that shot into the studio and they saw it, they said, “Done. We want to make it.” We didn’t even have a script yet!
Ben Snow (VFX supervisor): We probably got up to around 100 staffers by Casper [1995] and Twister [1996]. Doing Dragonheart [1996], it got to 200. By the time we did Star Wars: Episode I [1999], we’d gotten up to a thousand.
George: By the third prequel, almost all of the environments and everything were all done on the computer.
Muren: For Phantom Menace, George wanted us to produce 2,200 shots in a year and a half. And you just think, there’s no way you can do it. And then he says, as he usually does, “Well, just think about it,” and he walks out.
Knoll: People don’t give George the credit that he deserves. The work he did on the prequels enabled a kind of filmmaking that has kept the industry alive.
Jaeger: The company grew to more than 1,200 people.
Gretchen Libby (executive in charge of business development and global strategy): We had to create new spaces for people to work. We brought in triple-wide trailers.
SCROLL DOWN
In the early 1980s, a teenager named Michael Bay had a summer job at Lucasfilm, filing artwork. Two decades later he would become ILM’s most … hands-on collaborator.
Spielberg: Michael Bay is the most demanding special effects director ever. When we do the Transformers movies, Michael lives at ILM with them. He just goes up and camps out there.
Michael Bay (director, producer): They’re always thinking about story, that’s what I like about ’em. It’s not just paint-by-numbers there. It’s a very involved shop.
Jaeger: I’ve worked on seven of his films now. It’s come to the point where he asks for me, like, “Make sure Alex takes a look before you guys send it out.” But on Pearl Harbor I was just “the guy.” I didn’t have a name.
Bay: Pearl Harbor was the first time I worked with ILM.
Jaeger: At the beginning of the process he came at us like, “I want to see real explosions, real planes, real ships.” We built a 35-foot-long battleship with teak decking, but as the model was getting prepped, we developed a computer-generated version.
Bay: We filmed 20 real planes, but we would’ve never been able to do the shots without making those digital planes.
Jaeger: In one scene where we fly over the USS Hornet, there’s supposed to be a whole deck full of B-25 bombers. We only had two on the real aircraft carrier. We sat down with Michael and said, “Pick out which one is the real plane and which ones are the CG planes.” And he’s like, “I was there, I shot this.” He probably looked at it 10 times, and he’s like, “Well, the first one’s gotta be real because you wouldn’t put a fake one first.” “Nope, it’s CG.”
Bay: After Pearl Harbor, George Lucas wrote me a note saying we’d raised the bar at ILM.
Bay: A lot of artists worked on Optimus’ face. Getting it right was very important. But it’s like a bad face-lift. And I’m there meeting with the artists and we can’t figure out why it doesn’t look right.
Phillips: One of our technical directors—the artist who designs how parts move relative to each other—is a guy named Keiji.
Bay: Keiji wasn’t even on Optimus’ face, but he had a meltdown.
Keiji Yamaguchi (technical animator): I wanted Optimus Prime to look like a hero, but he didn’t, and I exploded. It was very gentle; I wanted the transformation to be huge, like a wrestler in a sumo ceremony. I said, “You’re insulting the Japanese idea of animation.”
Phillips: Nobody talks to Michael Bay like that.
Bay: I just smiled and I’m like, “Oh my God, I want you to do Optimus Prime.” So he took it and fixed the face. And he also was the genius who helped us figure out how to take these 10,000 parts and make them transform.
Jeff White Photo by: Dan Winters
Jeff White (VFX supervisor): It’s equal parts technology and artistry.
Wayne Billheimer (VFX executive producer): The second Transformers was my first real working relationship with Bay. I went into a couple of early preproduction meetings with him where I began to get what was going on: “I’m going to shoot it, I’m going to give it to you guys, and you guys are going to have to come up with some stuff. It’s going to be brutal.”
Bay: It has gotten heated a few times. Directors like me love our crew and we love the people we work with, but we push ’em and push ’em and push ’em.
Billheimer: There was a point toward the very end of production when he lost it. He had just come from a screening with Jerry Bruckheimer and didn’t have a complete third act. He called me, screaming: “I just saw a movie that I can’t fucking release!” It was nuclear-level Bay screaming. All I could do was scream back at him. There was a good five minutes of screaming along those lines. The next day he goes, “That was a fun little yell yesterday.”
Bay: They never let you down.
Billheimer: He gets very hot very fast, and very sweary, which is always entertaining.
Phillips: He’s a tyrant. He’s a nonstop string of obscenities. He’ll berate you and tell you you’re an idiot. But he always makes your shot better.
Billheimer: And the movie makes a billion dollars.
In 2005 the company moved from San Rafael to the Presidio of San Francisco. Its legacy is well cemented, but as effects houses continue to send work overseas, ILM increasingly seems like a rarity in its world. Age has also brought maturation: Decades and many Oscars removed from its Animal House–like beginnings, ILM has sought to bring more women into its ranks of artists and engineers. Yet its ambition—like its innate enthusiasm—remains unchanged.
Gore Verbinski (director, producer): ILM does cost a little bit more, but they’re like the name-brand pharmaceutical: They’re willing to find the cure. ILM has an R&D department.
Colette Mullenhoff (research and development engineer): There are five women in R&D
today. At one point I was the only one.
Lynwen Brennan (president, ILM): I was so happy to see Colette get a standing ovation at the Sci-Tech Awards a few months ago. That’s really huge.
Verbinski: It’s like Xerox PARC or Imagineering in its heyday.
Brennan: Am I happy that there is still this gender bias within the industry? No. But I am happy to see it’s changing. I just think it’ll take a while.
Scott Benza (animation supervisor): Nobody can understand from a financial standpoint how this made sense for us, to buy some of the most expensive land in the state right here in the Presidio. But it was George’s desire to create a state-of-the-art facility in a beautiful place for the people that work here.
Muren: We’re in a national park. It’s crazy.
White: I can see the Golden Gate Bridge from the office. I drive over it every day, and I see it get destroyed a lot in our movies. If a monster is coming, it’s coming here first.
Muren: The other effects houses are still working in an industrial park somewhere, because the margins are so low on doing this work. A lot of companies have gone out of business.
Life-size fiberglass Davy Jones for Pirates of the Caribbean: Dead Man's Chest (2006) Photo by: Dan Winters
Roger Guyett (VFX supervisor): Digital Domain has struggled on. Rhythm & Hues filed for bankruptcy. CafeFX went out of business.
Phillips: There were three times in my 20 years here that I’ve almost soiled myself looking at a challenge we were going to take on. The first was the concept art for Star Wars: Episode I. The second time was Davy Jones in Pirates of the Caribbean: Dead Man’s Chest.
Brice Criswell (senior software engineer): We needed to create some type of procedural algorithm that could describe the different emotional states of the tentacles.
Verbinski: Davy Jones’ tentacles were a very big struggle.
Criswell: What it turned into was a system that was useful for all sorts of things, like doing the destruction simulations in Avengers.
Joss Whedon (director, Avengers: Age of Ultron): ILM really has been our introduction to the everything-is-possible version of fantasy filmmaking.
Christian Alzmann (art director): The sleight-of-hand tricks that they use are just mind-
blowing. Lorne Peterson would tell me how he made foam rocks behave like real ones on Wild Wild West and I’d almost get a nosebleed from trying to process the physics in his head.
Phillips: The third time I almost soiled myself was seeing the concept art for the film we’re working on now, Warcraft; it’s the most amazing work we’ve done in the 20 years I’ve been here.