As detailed in AC's February issue, Lucas' creative emancipation inspired him to first restore and revise his 1977 classic, subtitled A New Hope, and then concentrate on that film's two sequels, The Empire Strikes Back (1980) and Return of the Jedi (1983).

In retooling Empire, the "fifth" episode of the saga (accounting for six yet-to-be-made segments), Lucas exercised the right of executive privilege and chose not to consult director Irvin Kershner on the changes he had planned for the film. "He hasn't had any input," Lucas admits from his command center at the Lucasfilm Ranch. "But I told him what's happening, and I am going to show him the film when we get down to the point where we have footage to show. Of the three films, Empire is the one that has the fewest changes. Some [of the alterations] were things Kersh had suggested [back when the film was made], when I had been forced to say, 'Kersh, we're out of money, we're out of time, we've got to come home, I'm sorry.' I'm sure when I show [the new version] to him he'll come up with another hundred things he thinks we could have redone, but I'll have to say again, 'Kersh, we just didn't have the time or money to do all that.' But I think he'll agree when he sees it that the changes have improved the picture quite a bit."

Many of the effects artists who worked on the series have stated that even the best images of the Star Wars Trilogy "look like King Kong," inferring that they are stylistically bold yet technically crude by modern standards. Foremost among these constructive critics is Industrial Light & Magic veteran Dennis Muren, ASC, who oversaw the revamping of many shots for the Special Edition of Star Wars and made most of the initial decisions on what scenes should be redone on Empire.

One of Muren's biggest problems was with the battle on the ice planet Hoth (shot on location in Norway by director of photography Peter Suschitzky) between the Rebel Alliance Snowspeeders and the gargantuan Imperial Walkers (a.k.a. All-Terrain Armored Transports). While this skirmish represented the apex of photochemical compositing for its day, the original scene was plagued by the limitations of optical compositing and white-on-white matting: black matte lines appeared around some objects, while other elements seemed semi-transparent.

When Muren decided that more than 80 percent of the arctic assault should be redone, Lucas went ballistic. "I said, That's ridiculous! I thought that [that scene] was great,'" Lucas states emphatically, very much in the moment. "I said, 'There were some bad mattes, but we don't have to redo the whole thing, do we?' and Dennis said, 'You should look at it.' After I looked at it, I said, 'Well, I don't want to spend all this money redoing mattes, but you're right, it looks pretty bad and I think we should really fix it up.'

"When Empire was made, no one had ever done white-on-white matting before, and we were very successful at it, but we've come a long way in the last 10 years. And with digital matting, we can make it even better. So now we've redone almost every shot in that whole snow battle, and I don't think people will notice any difference. I call that particular sequence our 'psychological restoration.' People will look at that and say, 'They didn't do anything to it,' but then I'll say, 'Want to see something? I'll show you the original master and you will be embarrassed to death at how bad it is!' We spent a lot of money just to redo all the mattes, but I think Kersh will be pleased when he sees it."

Heading up ILM's Empire and Jedi touch-up team was visual effects supervisor Dave Carson, who, given his role as a model-maker on the original production, relished the opportunity to dramatically clean up the frenetic, frigid fracas. "To some extent, our task on Empire was to make the film look as good as people remembered it," Carson states. "The primary problems were matte lines, which stood out against the snow and bright blue skies; elements that changed color from shot to shot; and transparency through the snowspeeders' cockpits, which was done to reduce the matte lines in the first place. The trick for me - in terms of improving some of the weaknesses that resulted mostly because of the technological limitations of the time - was to make sure we improved the shots without changing them. It's a fine line. We were trying to make the shots the way the effects team would have made them if they'd had the technology or the time available in 1979. It's neat - the shots are crisper, the color continuity is better, and the transparencies and matte lines are gone. Hopefully, the result is at least up to today's standards, and the sequence will be just as dynamic."

The most ambitious task faced by Carson and crew on Empire arises in the film's third act, with the re-imagining of the celestial floating Cloud City of Bespin. Here, Han Solo (Harrison Ford), Princess Leia (Carrie Fisher) and company arrive via the Millennium Falcon to seek refuge from Imperial forces, with the aid of conniving compatriot Lando Calrissian (Billy Dee Williams), the facility's administrator. The original film established Cloud City via Ralph McQuarrie's breathtaking matte paintings. This time around, ILM applied computer technology to expand the floating metropolis into the heavenly dreamscape Lucas had always envisioned. "We've tried to make it look like the Cloud City you didn't see but knew was right out there," Carson says. "Of course, we've tried to be as faithful as possible to Ralph McQuarrie's paintings and drawings."

This complex challenge fell to art director George Hull, who cites Ridley Scott's Blade Runner as his favorite film and referred to that vision of 21st century Los Angeles as an inspiration while redesigning Cloud City. "I kept about 75 percent of what had been established in Empire," Hull says. "But transforming the look of a matte painted cityscape into realistic 3-D buildings proved quite challenging. Ralph McQuarrie's designs consisted of clean and simple buildings that worked beautifully in the stylized paintings. But in 3-D computer graphics, that aesthetic needed to be embellished if photorealism was the goal. So I designed the buildings with a similar language of forms, but with a new sense of architectural detail. I used cues of elevators, antennas, paneling, bridges, steam - et cetera - to help suspend disbelief. To be consistent, I used cues like domed tops to cap off my cylindrical buildings. The buildings in the original matte paintings were quite clean and solid, so I wanted to add a new sense of detail. Bespin was always presented in horizon-level matte paintings. You never saw more than the tops of buildings. To make these new shots more interesting, I designed a ground level of plazas, building bases, bridges, monuments and traffic. I also designed a third sublevel of canyons that run through the city between and around the buildings. This extra level helped open up the scope and scale of Cloud City. It was an honor and a pleasure to help add more exciting images to a movie that is a classic of dynamic visuals and my favorite of the Trilogy."