This review is based upon the "Despecialized Edition" prepared by fan editor Harmy, something akin to the original 1980 version. Or, an original version, anyway; this film appeared in multiple cuts even during its initial release.

Has any movie sequel ever had such widespread impossible expectations as The Empire Strikes Back? Has any movie sequel ever so thoroughly surpassed impossible expectations as The Empire Strikes Back? The very first follow-up to the almost unprecedented generational event that was 1977's Star Wars entered theaters in 1980 to some of the most ravenous crowds that had ever anticipated a new blockbuster. And while it was greeted with some small level of bafflement at the time, it has emerged in later years as one of the very small number of sequels to a widely-beloved original that conventional wisdom agrees is probably maybe even better than the first one.

If you want to see that conventional wisdom flouted, you're going to walk away from this review disappointed. Though it's probably the case that in some ineffable way, The Empire Strikes Back is a distinctly less "special" movie than Star Wars. It is not as singular, let us say. If Star Wars is the blueprint for all future Hollywood blockbusters (and in a great many ways, it obviously is), it's still plainly part of the '70s sci-fi boom and the American cinematic landscape of the 1970s generally; the sets and cinematography are the most obvious aspects of that which are true, but they are not alone. In retrospect, we might call it a transitional film, though of course at the time there was nothing to transition to: it was simply a weird attempt at branching the essentials of '70s Hollywood aesthetics into a heretofore unseen direction, and it was fascinating. The Empire Strikes Back, meanwhile, is tangibly a post-Star Wars popcorn film, a genre inaugurated by Superman in 1978 and Star Trek: The Motion Picture in 1979, but not, I think, perfected until right here.

By "perfected" I don't mean that The Empire Strikes Back is the best post-Star Wars film, though it well might be (Raiders of the Lost Ark is the only title I can think of offhand that would challenge it). I mean that, whereas Star Wars, Superman, and Star Trek all feel like they were definitely made sometime in the late '70s (or in Star Trek's case, like a hungover version of the 1960s that spent ten straight years locked in the bathroom and then forced to play catch-up), The Empire Strikes Back, like Raiders of the Lost Ark (or Star Trek II: The Wrath of Khan, or Back to the Future, and we can take this through dozens of films all the way up to Jurassic World if we want to), feels detached from time; outside of the ever-evolving technology used to make film and certain narrative tropes more prominent at one time or another, most of the E-ticket blockbusters in the decades since 1980 have felt distinctly same-ish in their attitudes, stylistic choices, and narrative structure - that last one's the fault of Star Wars itself and its hard-on for Joseph Campbell, of course. Most, not all, and "same-ish" can mean a lot of things, if it means anything in the first place. I really only mean this: watch Star Wars, especially denuded of the special edition crap from 1997 and onwards, and you see a film that has the year of its creation etched onto every frame, or at least every frame that doesn't have spaceships in it. That's simply not true of The Empire Strikes Back, a film that could have been made exactly the same way at any point between 1978 and 1991.

While it's not such a strange and unique marvel as Star Wars, though, The Empire Strikes Back makes up for it by being better, or at least deprived of its predecessor's most obvious flaws. For one thing, uniquely among the first six theatrically-released films in the Star Wars franchise, The Empire Strikes Back is almost entirely free of actively shitty dialogue. There are only two points I can point to where Lawrence Kasdan's screenplay reaches the depths of Tosche Station or lakes on Naboo, and both pivot on the tentative romantic bickering between Leia (Carrie Fisher) and Han Solo (Harrison Ford) - a relationship that, persistently, requires the actors to do a great deal of the heavy lifting that the writing can't ever handle - firstly the strained and painful matter of Han's attempt to force Leia to admit that she loves him when he's leaving the station on the frozen planet Hoth, a scene that feels like a screenwriting exercise that never saw a second draft; secondly, the clunky, too desperately "sci-fi" insult "Why you stuck-up, half-witted, scruffy-looking... nerf herder!" and the borscht belt rejoinder "Who's scruffy-lookin'?"

It's probably not an accident that this also the Star Wars film among the first six that has the least tinkering by George Lucas himself. It's the only film for which he didn't materially contribute to the final script. As I understand the way things went, he developed a story with Leigh Brackett, who wrote the first draft of the screenplay; after her untimely death from cancer, Lucas went back to re-write it himself, scrapping most of her specific narrative ideas but maintaining most of her broad concepts. And then Kasdan came down to rewrite the thing top-to-bottom based on this new story.

The real important thing is that this is the only Star Wars film that Lucas had no active hand in directing - he's of course the credited director on four of the six, and it's generally understood that Richard Marquand was his cat's paw in the making of Return of the Jedi. For The Empire Strikes Back, Lucas and producer Gary Kurtz tapped a much stronger directorial presence in the form of Irvin Kershner, a name you almost certainly don't recognise. And it's a damned pity that these days, Kershner's best-known films after this one are probably the bootleg James Bond picture Never Say Never Again and mediocre sequel RoboCop 2, his next and final theatrical features, which provides ample cover to presume that he's a miserable hack. But if we stand in 1980 looking backwards rather than forewards, we see that his two prior features were 1978's giallo-flecked Eyes of Laura Mars and the charming 1976 Barbra Streisand comedy Up the Sandbox. And these are the work of, not an auteur, but a damned competent filmmaker - Eyes of Laura Mars in particular showcases some really excellent thriller directing (it's a better-directed film than Empire Strikes Back, though it is not better overall).

This means lots of things for The Empire Strikes Back, but easily the most important one is that it's so infinitely better as a character story and showcase for acting than Star Wars that it's kind of hard to square the two as containing the same cast. The leads are vastly better: Ford (by far the best of the three last time, but still rocky in places) plays Han's cocky hotshot arrogance with more brittleness now, leaving it much clearer how much of a romantic and patriot he is at heart; Fisher junks her over-enunciated line deliveries and has much clearer intentions for how Leia evolves across the movie, rather than simply what she's thinking in any given instant. Mark Hamill is on some other plane entirely: the callow California boy mien of his Luke Skywalker in Star Wars has evaporated, replaced with a young man who's only slightly more mature but incomparably more thoughtful and aware of his own wants and needs. And not wishing to diminish the trauma of Hamill's January, 1977 car crash that left him with a badly shattered face; but he's much more interesting to look at as a result of it, giving Luke an automatic sense of troubled inner struggle just because of how his eyes and cheekbones work now.

So the characters have more complex arcs this time, thanks in part to the actors finding their roles and Kershner's assistance in making that happen - it's worth noting, the best character beat in the film and maybe the entire franchise, Han's very steady and focused "I know" in response to Leia's "I love you" was an on-set improvisation Ford cooked up with Kershner's encouragement - and also, let's be fair, the film's willingness to go dark. We all know this is the Star Wars that ends unhappily, but frankly, it's also the Star Wars that's ribboned with suffering throughout. Really, there's nothing that goes right for the heroes: the first plot point involves Luke getting lost, attacked by a snow beast, and nearly freezing to death (the film is somewhat bookended by scenes of a mutilated Luke being pieced together in sickbay), and the opening act is dominated an effects-heavy action sequence whose stakes are "run the clock until we can safely run away". Once the film splits into two plots, both of them hinge on failure: one of the two subplots has as its entire narrative spine, "the Millennium Falcon keeps breaking in one different way after another", the other finds Luke having a terrifyingly expressive puppet throwing him one dismissive and disappointed look after another before ending with the sentiment, "well, if he fucks up, at least we have a back-up plan" (does it need saying that Yoda, voiced by Frank Oz and performed by him and fellow Muppet A-lister Kathryn Mullen - let us note that Yoda was made by ILM, not the Henson creature shop - is one of the great pieces of puppet acting in all of cinema? Because Christ Jesus, is he ever convincing and emotive). Star Wars is structured on a chain of increasingly high-stakes triumphs: escape Mos Eisley, rescue Leia and escape the Death Star, blow up the Death Star against all odds. The Empire Strikes Back is structured on a chain of increasingly small-scale losses: flee from the rebel base, break the space ship, lose a one-on-one lightsaber duel.

This isn't some "the film is better because it's grim" thing; this structure gives more room for the characters to have more complicated responses and enjoy their occasional hard-fought small triumphs more, while also making The Empire Strikes Back incredibly interesting. How many giant-scale blockbusters are predicated on the heroes losing at every turn? And yet the magical thing - the magic of Star Wars, or whatever - is that this never turns into any sort of bleak slog. Nothing here is remotely as exciting as the Death Star attack that ends the first film, and the closest equivalent, the battle against the elephantine AT-AT walkers on Hoth, is distinctly lumpy and feels like it was stuck in more to give the film a big setpiece early on. Still, this is a space opera and a fantasy movie before it is anything else, and it acquits itself beautifully. It is not such a swashbuckler, but the film still crackles by at an unflagging pace, slowing only twice: when cross-cutting between Luke's philosophical training and the Cloud City tour where the film happily stops to be charmed right off its feet by Billy Dee Williams's Lando Calrissian, and then at the very, very end, where everybody has failed and is taking time to prepare themselves to move on and keep fighting. Incidentally, I've thought for years that The Empire Strikes Back got to cheat into some of its success, by not having to resolve its plot threads; this is entirely wrong. While it leaves two very obvious sequel hooks open for Return of the Jedi - Luke must deal with the knowledge of his father's identity; the team has to rescue Han - it doesn't feel emotionally incomplete in and of itself. In fact, the unresolved ending is exactly part of why it feels complete: after all of the battering they've taken, the characters regroup, and prepare to fight on. It is an optimistic ending: "we can still fight". The internal emotional arc of the film is strengthened by giving it an unresolved future to look forward to. Heck, that's undoubtedly part of the reason why it's still so much fun despite being nothing but a laundry list of setbacks: it promises that our heroes are unbowed and strong.

Of course, it's also fun because it's a big ol' spectacle. Lucas and Kurtz, having assembled a dream team for Star Wars, surprisingly turned out to be unable or disinterested in retaining it: the only crew heads to return were sound designer Ben Burtt and costume designer John Mollo, while miniature effects director Dennis Muren was promoted (though Star Wars production designer John Barry did come back as second unit director; and if "concept artist" can plausibly be called a crew head position, the invaluable Ralph McQuarrie came back too). But their new artistic team more than met the needs of the film; production designer Norman Reynolds conceived of a more varied, wide-ranging world, to take advantage of the vastly wider scope of the script, and cinematographer Peter Suschtzky brought a terrific command of color that offsets the fact that this film's compositions are generally a bit more two-dimensional and straightforward than the last film. Just think of the exquisite scene in which Luke and Darth Vader (still David Prowse's body with James Earl Jones's voice - and it seems that Jones is way the hell nastier with his line readings this time, don't you think?) square off in a room of plunging blues, almost down to navy, and harsh neon orange, with their lightsabers setting off their dark silhouettes! It is the prettiest scene in a Star Wars film, and splendidly dramatic, and its ascetic, limited palette draws attention wonderfully to the action of the fight.

There really is something to be said for that fight scene all in all: it's a much lower-key lightsaber duel than anything the franchise would see again, but it's absolutely incredible nonetheless. It's the best example in all the franchise of swordfighting-as-storytelling: the way Vader idly thwacks at Luke without being very flashy reveals itself to be a test. We're watching a cat playing with a mouse, almost, except in this case the cat is very curious about the mouse's capabilities and not looking for a meal. That undercurrent sets up this whole climactic sequence to take place on psychological grounds, which pays off wonderfully at the famous "No, I am your father" reveal - I suppose it's shocking in and of itself (though less so if you were born later than 1975), but it also makes sense: all of Vader's behavior in the movie and especially the last sequence is perfectly tuned to push this reveal.

Anyway, there's one other thing that makes the film exciting and fun and tense and all of that, and for the second time in a row (a record that would just keep on going, too), John Williams is pretty much the reason that the film is as great as it is. The score for The Empire Strikes Back doesn't exactly drive the narrative, emotions, and rhythm of the film so bluntly as in Star Wars, and this is another way - maybe the key way - that The Empire Strikes Back feels conventional in a way that Star Wars does not. It is, however, better music - if I were to pop on a Star Wars soundtrack to listen to purely for listening pleasure, it would be the second film rather than the first. In addition to the one-off "The Asteriod Field", a bright, even playful piece of music that ratchets up the tension and speed of its accompanying scene far more than the impressively busy visuals do, Williams adds three incredibly useful motifs to his collection from the last time around. One of these is "Han Solo and the Princess", an evolution of "Princess Leia's Theme" from Star Wars> that's slightly lower and dark, heavier in the string section, and doesn't resolve itself as cleanly - it's a breathtakingly beautiful, yearning romantic theme. Another is "Yoda's Theme", a subdued, warm theme that adds a softer but still aching counterpart to the intense, mournful "Force Theme" from Star Wars.

And there's the big guy, the best-known piece of Star Wars music after the brassy, adventurous "Luke's Theme" that accompanies all of the opening crawls: "The Imperial March", a dominant minor-key rumble of evil. It might be the best march Williams ever composed, and they're possibly the thing he does best: the "Raiders March" the Superman "Main Theme", and the easily-overlooked "March from 1941" are all masterworks of film composition, and "The Imperial March" tops all of them (maybe not Superman. That's a hell of a theme. But still). Coupled with the shiny blackness of Vader himself, the image and sound form some of the most iconic moments in all of popcorn cinema.

There are, to be sure, enough flaws in The Empire Strikes Back that it's hard even with this best of all Star Wars pictures to give credence to the fannish insistence that it is one of the great achievements in cinema - not even little flaws, some of them are gaping. This film being rather more serious and adult-facing than Star Wars, the pieces stuck in there kids are glaring: I have no particular problem with the neurotic robot C-3PO and Anthony Daniels's fluttery performance of him in Star Wars nor in Return of the Jedi, but his comic relief is galling here, particularly when he interrupts one of the most insinuating statements of the romantic them in the film. And the film feels a bit stiff the entire time it's on Hoth, unsure of how to reintroduce characters (Leia gets a splendid wordless reaction shot, but then a clumsy dialogue dump), choppy in the way it advances plot, and for all its creativity and top-notch effects work, the battle sequence squelches the narrative momentum in a way that I refused to notice when I was 10.

What The Empire Strikes Back has the great fortune to do is to get increasingly better as it moves along, even as it narrows its focus; the smaller the scale, the more profound the feelings attached, and the more heaving and dramatic the visuals, and the more aching Williams's score. It ends with one of its very best sequences, sad and hopeful, soaring on the score, grandiose in the visuals - and there's no popcorn movie better than a popcorn movie that saves the best for last.

Reviews in this series
Star Wars (Lucas, 1977)
The Empire Strikes Back (Kershner, 1980)
Return of the Jedi (Marquand, 1983)
Star Wars: Episode I - The Phantom Menace (Lucas, 1999)
Star Wars: Episode II - Attack of the Clones (Lucas, 2002)
Star Wars: Episode III - Revenge of the Sith (Lucas, 2005)
Star Wars: The Force Awakens (Abrams, 2015)
Star Wars: The Last Jedi (Johnson, 2017)