20 secrets of Shadows of the Empire

20 secrets of Shadows of the Empire

20 long years ago, in a pop cultural landscape far, far away, Lucasfilm tried something that had never been done before.

In 1996, with Bill Clinton in the White House, the Chicago Bulls breaking records, Independence Day busting blocks, the Spice Girls’ debut single flying off the shelves, and Elmos being tickled all over the United States, Lucasfilm decided to re-insert itself into the conversation with Shadows of the Empire.

The easiest and most obvious way to describe the ambitious Shadows of the Empire project is that it was ‘a movie without the movie’.

It had all the tie-ins you’d expect from a major feature film release — a novel (and a junior novelisation), a video game, a comic book series, a trading card set, multiple toy lines, and even a soundtrack and a ‘making of’ book — but no blockbuster movie (or even a cartoon) to anchor it.

You can read the project as a kind of metafictional joke if you want to; a sly commentary on the state of film marketing and licensing in the ‘90s that seems particularly prescient today. What is a blockbuster? Should it be a movie? Does it really need to be, or is the movie just the delivery system for all of this other merch that the fans really want?

But its real purpose was much more practical than that. It was a dry run for the coordinated marketing assault that was just around the corner with the Special Editions in 1997, which was, in itself, a test run for the main event – the release of The Phantom Menace in 1999.

Shadows may have just been an appetiser, in retrospect, and there are elements of the project that haven’t aged well, but for a generation of fans, it was their gateway drug into the Star Wars universe.

With December 3 marking 20 years since the release of the Shadows of the Empire video game — and with a ship that looks very much like Dash Rendar's Outrider set to appear on Star Wars Rebels this weekend — this is as good a time as any to take a deep dive into the origins and legacy of this unique moment in Star Wars history.

Unless otherwise noted, most of the information here is taken from Mark Cotta Vaz’ Secrets of Shadows of the Empire, which is sadly long out-of-print. Of course, if you’ve got any interest in the Shadows phenomenon at all, it’s well worth tracking down a copy.

Here, then, are 20 secrets of Shadows of the Empire.

It was going to be set between A New Hope and The Empire Strikes Back

The action in Shadows takes place between The Empire Strikes Back and Return of the Jedi, as the Rebels search for Han and Darth Vader searches for his son.

Originally, however, it was planned to take place between A New Hope and Empire; well-trodden ground that continues to serve as the setting for most of Marvel’s Star Wars comics even now.

The idea to set Shadows between Empire and Jedi didn’t come from any of the higher-ups at Lucasfilm. It actually came from Jon Knoles, the lead artist and game designer at LucasArts who had worked on games like TIE Fighter and Dark Forces

When word about the project filtered down to Knoles, it occurred to him that the period between Empire and Jedi presented more interesting dramatic possibilities, including the story of how those infamous Bothan spies got their hands on the plans for the second Death Star. Knoles made his case in a memo to Lucasfilm execs, and they agreed.  

Of course, the story of LucasArts guru Jon Knoles pitching Lucasfilm execs on a story about the acquisition of Death Star plans set between The Empire Strikes Back and Return of the Jedi shouldn’t be confused with the more recent occurrence of ILM guru John Knoll pitching Lucasfilm execs on a story about the acquisition of Death Star plans set between Revenge of the Sith and A New Hope.

In the immortal words of George Lucas, it’s like poetry. It rhymes.

The Godfather was a major influence

According to Howard Roffman, who served as Lucasfilm’s Vice President of Licensing, George Lucas only wanted one thing from Shadows of the Empire — he wanted it to explore the underworld.

“We’d never before shown organised crime in the Star Wars universe from the top down,” Roffman said. “The basic story line in Shadows was to look at the crime syndicate and reveal an organisational structure that mirrored the perceptions of our own earthbound existence.

“The sense is that this powerful crime syndicate has many branches and that the government and organised crime surreptitiously serve each other's interests. That was the only direction that George Lucas gave to this project. He wanted the underworld to be believable and have an antecedent in the real world.”

Years later, Lucas would try to scratch his itch for stories set in the Star Wars underworld with his ill-fated live action TV series, Star Wars: Underworld.

But in 1996, he would have to make do with Shadows of the Empire, which an early press release promised would take fans “deep into the world of gun runners, spice traders, assassins and crime bosses like Jabba the Hutt”.

No other character embodied this aspect of Shadows of the Empire quite like Xizor, the Dark Prince of the Black Sun criminal syndicate who presented himself to the public as a legitimate businessman.

“Xizor is a classic villain; he's like the Godfather with a reptilian overlay,” Roffman said. “When we were thinking up the character, we definitely felt we didn't want to make him a simple human. He had to have something exotic about him. Given that the character was going to be cold, calculating and mean-spirited, it seemed appropriate to make him reptilian.”

When Steve Perry, tasked with writing the Shadows of the Empire novel, submitted his initial outline to Bantam, senior editor Tom Dupree doubled down on the Godfather references.

“We'd like you to consider ways to make Xizor a grander, darker, more powerful character,” Dupree wrote in a memo to Perry. “To put it in Godfather terms, you have him closer to Solozzo, the weasely but smart guy who killed Luca Brazzi and engineered the assassination attempt on Don Corleone. What we have in mind is... closer to a corrupt Aristotle Onassis.

“This guy is hugely powerful, and his ‘legit’ businesses are well known throughout the galaxy (the fact that he's tight with the Emperor is not so well known)... In every way, Xizor has to be able to stand toe to toe with Vader, his utter equal in stature. We'd like to see more of this awesome power, both in word and deed, and more of the sense that Xizor is constantly playing this mental chess game, trying to curry favour with the Emperor at the expense of Vader, and that he's perfectly capable of defeating Vader.

“That Godfather reference up there isn't completely flip: we're looking for more of that tumultuous warring-clan intrigue...”

Steve Perry got the job because of The Mask

A former physician’s assistant and a lifelong martial arts practitioner, novelist Steve Perry is probably best known for his Matador series. He had also scripted episodes of cartoons like The Real Ghostbusters and Gargoyles.

But that’s not why he got the Shadows of the Empire gig. No, he owes that to Jim Carrey – sort of.

“What happened was Tom Dupree, my editor at Bantam, had called about doing the movie novelisation for The Mask,” Perry said.

“It was one of those hurry-up deals with little money and no royalties, but would I be interested? Well, okay, it sounded like fun. So, because I did Tom that favour, he presented me to Lucasfilm as a potential writer for Shadows.”

Leia and Xizor almost had a relationship

One of the more… problematic aspects of Shadows of the Empire is Xizor’s pheromone power, which he can use to attract women against their will. These pheromones lead to a moment between Xizor and Leia in the novel, which was originally going to be something more.

“I originally wanted Leia to have a romance with Xizor,” Lucasfilm publishing director Lucy Autrey Wilson said.

“I wanted Princess Leia to be tempted, to show another aspect of her personality. My desire would have been to make Xizor be a little more emotional and not all bad. Leia is attracted to him because of the pheromones, [but] it’s not all chemical. If Leia had been intrigued and attracted to Xizor, drawn into his web, she’d also have these incredible feelings of guilt because she’d be betraying Han Solo.”

What’s in a name?

“I came up with the name ‘Xizor’ based on a cool Portuguese sound,” Lucy Autrey Wilson said.

“I had an old Portuguese boyfriend named Xico, with the ‘x’ sound pronounced ‘sh’. I’d always liked that ‘sh’ sound, and I just combined it with the ‘Zor’ ending of ‘razor’ to get a name that had an exotic and dangerous connotation to it.”

Shadows introduced Star Wars fans to Doug Chiang…

Today, Doug Chiang is best known as the design director on The Phantom Menace and Attack of the Clones, a concept artist for The Force Awakens and the production designer of Rogue One.

Before any of that, though, Chiang designed vehicles for Shadows of the Empire, including Xizor’s Virago, IG-88’s IG-2000, and arguably the most enduring design from the project, Dash Rendar’s Outrider.

"I took what I thought was unique about the Millenium Falcon, which is this kind of an asymmetrical cockpit that is basically a sphere with two prongs on it, and played around with different variations on that theme,” Chiang said.

“Normally I design a craft with some function; it can't just look good and not have a purpose. Even when I design robots, the joints need to look like they work, and it has to have a certain mass so it looks like it could stand upright. And it’s the same with a spaceship. The proportions have to be right so it doesn't look awkward when it flies.

“So there's a strong element of reality in my designs that I really try to push for. I expect that my designs will be used to build something in the model shop or in computer graphics, so I don't want them pulling their hair out figuring out how the thing is supposed to work.”

…and Kilian Plunkett

The Shadows of the Empire comic featured gorgeous art by Kilian Plunkett, best known today as the lead character designer on The Clone Wars and the art director on Rebels.

Shadows was Plunkett’s first sequential Star Wars art, but he had already provided covers for Dark Horse’s Droids and Classic Star Wars series. Plunkett’s cover to Classic Star Wars: The Early Adventures #9 featured his rendition of Boba Fett, who would star in the Shadows comic.

Plunkett had come to Dark Horse editor Ryder Windham’s attention when he was looking for an artist for an Alien series; Windham said Plunkett’s amateur art samples were the best he had ever seen.

Plunkett broke into the industry with that Alien series, but found Shadows to be much more challenging.

“When I drew an Alien series for Dark Horse, you’d imagine there would be quite a lot of reference material involved, but it was nothing as intense as this Star Wars project,” he said.

“In the typical creative process an artist gets a script, which is like a screenplay, and depending on who the writer is, they will give you very tight stage direction, such as where the characters are to be in each panel, even what the lighting is like. Then you just draw it.

“But with Shadows, simply because it's appearing virtually simultaneously in so many other media, it's a little more complicated. For example, it's very easy to script something that says 'Xizor's opulent throne room' because it takes only two seconds to type. But before I can even render it, there have to be approved designs.”

Plunkett returned to pencilling the adventures of swoop bikers Big Gizz and Spiker (yes, those are their actual names; you can thank Shadows comic book writer and Judge Dredd creator John Wagner for that) in Star Wars: The Jabba Tape and the one-off ‘Sand Blasted’ story in Star Wars Tales #4.

Music made the man

He may not have the same profile as Chiang and Plunkett, but artist Mike Butkus, who provided conceptual character designs, also played a big role in developing the look of Shadows of the Empire.

Butkus, who considered going into genetic engineering before settling on a career as an artist, designed characters during camping trips to a quiet Southern Californian beach, where the compact disc changer in his car provided musical inspiration. (Remember when compact disc changers were a thing?)

“Music is a part of the creative process when I sketch,” Butkus said. “For Xizor I had on some Danny Elfman Batman soundtrack music, while Dash was more Elvis, 1960s rock’n’roll. Music helps give an attitude to your characters.”

The prodigal brothers returned

Shadows of the Empire marked the return of the legendary Brothers Hildebrandt to the Star Wars universe. Greg and Tim Hildebrandt first made their mark on Star Wars fandom when they painted one of the first posters for the original film.

For Shadows, they painted a set of 100 trading cards, including 72 cards that essentially storyboarded the events of Steve Perry’s novel.

“We absolutely have to take into account the reduction of the paintings to card sizes so we didn’t paint it too tight,” Greg Hildebrandt said. “If you put too much detail in, when it’s reduced, all that detail will be lost or it’ll look too cluttered. We’re after a stronger, quicker impact.”

Drew Struzan explored his dark side

Drew Struzan, the undisputed master of the movie poster, painted the cover of the Shadows of the Empire novel.

Struzan was already an old hand at Lucasfilm at this point, having created posters for Star Wars and Indiana Jones films and Star Wars books, but this time around, he tapped into his dark side.

“The specific design for the Shadows cover was wilfully kind of formal; it's symmetrically designed. The way the background planet is designed and cropped gives it a feeling of grandeur and scope. I then painted it kind of mysterious, dark, with strange colours. A feeling of foreboding,” Struzan explained.

“The concept for the cover is that it's supposed to be from the dark side for a change, featuring the three villains and having Luke look a little intimidated, a little frightened.”

Dash Rendar wasn’t intended to be a carbonite copy of Han Solo

He kind of just turned out that way.

An early Dash Rendar character description in a LucasArts internal document described him as a “daring warrior-for-hire and freelance weapons specialist [who] scours the galaxy looking for trouble – if the price is right”. He was intended to be “battle worn and rough in appearance”.

Bantam senior editor Tom Dupree acknowledged in a memo to author Steve Perry that Rendar was clearly intended to take the place of the swashbuckling Han Solo while the real deal was on ice, but he instructed Perry not to make Rendar a “carbonite copy” of Solo.

“Our suggestion is that rather than thinking of him simply as a mercenary, Dash is more like a swaggery Top Gun-style fighter pilot. A guy with real talent but a bit of a braggart and a blowhard, too,” Dupree told Perry.

“Luke doesn’t like him, not only because of this in-your-face personality, but also because of the natural competitiveness between these two pilots.”

Kilian Plunkett and Michael Butkus had wildly different takes on the character – Plunkett saw him as a wild-eyed, unshaven, dishevelled figure, “someone very reckless, nasty, tough, slightly running to fat and a bit of a slob who could take insane amounts of punishment and keep going,” whereas Butkus saw him as more of a traditional, square-jawed and, well, dashing hero.

Ultimately, Dash’s final look combined the good-looking hero of the Butkus designs and the unshaven rogue of the Plunkett designs.

“Everybody had a different description for Dash Rendar, like ‘Tom Cruise with an attitude’, or some people were saying he looked like Kevin Costner, although I don’t think he looks like any of them,” Lucasfilm’s Troy Alders said.

“Even though he’s like a bad Han Solo, we toned Dash down, and he came out looking more suave than what Kilian had drawn. Kilian’s drawings for Dash were a little too rugged and crazy-looking. Dash is young, rugged; he has an attitude. He’ll rebel against anything.”

Darth Vader felt the pull to the light

Because Shadows was the first EU project to be set within the flow of the original trilogy, it was also the first one that was allowed to use Darth Vader – and Steve Perry made the most of it, getting inside Vader’s head and making a point of showing that there were still traces of the noble Anakin Skywalker in there.

Perry’s Vader was even able to use his mastery of the Force to begin to heal himself – but as soon as he did, he would feel relief, and his dark side abilities would fail him.

“He had not purged all of Anakin Skywalker, that blemished and frail man from whom he had been born. Until he did, he could never give himself over totally to the dark side,” Perry wrote, in a scene set inside Vader’s hyperbaric chamber that reads eerily similarly to Kylo Ren’s moment of contemplation in The Force Awakens.

“It was his greatest weakness, his most terrible flaw. A single spot of light amid the dark that he had been unable to eradicate over all the years, no matter how hard he had tried.”

The N64 game was created without an N64

LucasArts was part of a dream team of 12 developers enlisted to develop games for the launch of the N64, Nintendo’s then-revolutionary new console.

To create the console, Nintendo entered into a partnership with Silicon Graphics, a leader in supercomputing whose work stations had contributed to ILM’s effects for films like Jurassic Park and The Mask (Silicon Graphics eventually filed for Chapter 11 bankruptcy in 2009).

The only problem was that when LucasArts started working on the Shadows of the Empire video game in 1995, the N64 didn’t actually exist yet, so they had to write development system software using Silicon Graphics Onyx systems to emulate the projected capabilities of the N64.

“It was a very interesting challenge developing a game for a machine that didn’t exist,” project technical lead Eric Johnston said. “That’s unusual in the games industry. Usually you develop a game for a machine that’s already in use. In the case of the Nintendo 64 we knew that the specifications of the machine would be impressive, so we wanted to develop one of the first real-time 3D games for the system.

“The reason we used the Onyx, which is this big, heavy machine that looks like a file cabinet, is it’s the only computer that could keep up with what the Nintendo 64 could do. Even our smaller Silicon Graphics machines don’t come close.”

According to Mark Haigh-Hutchinson, a project leader and senior programmer at LucasArts, the game was developed using an early prototype of the N64 controller that consisted of a modified Super Nintendo controller with a primitive analogue joystick and Z trigger. (Haigh-Hutchinson tragically passed away in 2008 at the age of 43, after a battle with pancreatic cancer.)

“Due to our strict nondisclosure agreement, we were unable to discuss the hardware or the project with anyone outside the core team,” Haigh-Hutchinson wrote in Game Developer magazine

“Consequently, we would furtively hide the prototype controller in a cardboard box while we used it. In answer to the inevitable questions about what we were doing, we replied jokingly that it was a new type of controller – a bowl of liquid that absorbed your thoughts through your fingertips.

“Of course, you had to think in Japanese…”

The game had a touch of Miyamoto magic

Shigeru Miyamoto, the godlike video game designer behind the Mario, Donkey Kong, Legend of Zelda, Star Fox and F-Zero franchises, played an early version of the game while it was in production and decided that Dash Rendar should be more animated.

According to the official Shadows of the Empire strategy guide, it was Miyamoto’s idea for Rendar to become restless while waiting for the player to control him, an idea he would later apply to Link in the Legend of Zelda games.

The game was too versatile for its own good

OK, so this isn’t a secret, exactly – virtually everybody who played the game thought it would have been better if it had concentrated on one or two types of gameplay, instead of trying to cram in something for everyone – but it’s interesting to note that the developers were aware of the problem.

“Since we were developing one of the premier titles for an entirely new game machine, there was a conscious decision to attempt to stretch out and cover a number of different game-play styles,” Mark Haigh-Hutchinson wrote in Game Developer magazine.

“We wanted to ensure that the player would have as much variety as possible, yet still enjoy a satisfying experience… the result was that most players’ experiences with the game were always interesting, at the expense of displeasing some of the more hardcore game players. A variety of game play was important for a game that, for many players, would be one of their first experiences in a fully 3D environment.”

Variety may be the spice of life, but in the end, even the LucasArts team agreed that they’d gone too far.

“With hindsight, probably the most important lesson to be learned from the game’s development is that of focus,” Haigh-Hutchinson wrote. “Do one or two things and do them extremely well. Although our ambitions were well placed in trying to provide the player with as much variety as possible, we effectively had to write five different game engines.”

The project made use of Ralph McQuarrie’s Imperial City designs

Much like The Force Awakens, Rebels and The Clone Wars, Shadows of the Empire took inspiration from unused Ralph McQuarrie designs for the original trilogy. Because really, when you’re sitting on gold like that, why wouldn’t you use it?

The monumental scale and gothic design of McQuarrie’s Cathedral-like take on the Imperial Palace would inspire the look of the palace in the Shadows video game and comic.

Kilian Plunkett’s reference material also included printouts and sketches from LucasArts’ TIE Fighter game, which had featured the Imperial Palace.

Dash Rendar lives

Of course, you already know this – depending which version of the Shadows story you followed.

In the original outline for Steve Perry’s novel, Dash survived. But when it was decided that one of the heroes should die to add to the drama of the final battle, Dash – the Poochie of the Star Wars universe – was the obvious choice to go, and so the Outrider was destroyed.

This presented a problem, to say the least, for LucasArts, who had put a lot of effort into making players feel invested in Dash’s story.

“It's no fun if your player gets killed in the game just because he gets killed in the novel,” Jon Knoles explained.

“We would have changed the game player to Luke Skywalker, but that would have defeated the whole purpose of utilising this new character. So at the end of the game we have Dash presumed dead.

“We have a cut scene of Luke and Leia back on Tatooine, where they're standing with the Millennium Falcon and the X-Wing in the background, and Luke is saying how terrible he feels about Dash's death and what a great help he was to the Rebellion and Leia is saying how he didn't die in vain and it was time to plan their rescue of Han, which sets up the events of Return to the Jedi.”

One of the game’s final cut scenes shows the Outrider travelling through hyperspace. Dash and his droid Leebo (named after LucasArts art department technical assistant Mike “Leebo” Levine) have, of course, cheated death. Dash then explains to Leebo that, since everyone thinks he's dead and he wants to keep it that way, he will change his identity.

Now that The Clone Wars has shown us that complete facial transformation is possible in the Star Wars universe via nanotechnology (remember Deception, the episode where Obi-Wan fakes his death?), this opens up the possibility for virtually any character introduced after Shadows of the Empire to secretly be Dash Rendar.

He’s as canon as you want him to be, guys.

Heir to the Empire was going to get a soundtrack before Shadows of the Empire

One of the more unusual elements of the Shadows of the Empire project was the soundtrack by Joel McNeely (who had also written music for George Lucas’ Radioland Murders and The Young Indiana Jones Chronicles).

It should be noted here that this was not a release of the soundtrack to the video game, which wouldn’t be that odd now, but instead a ‘score’ that was inspired by the novel but not actually set to any visual stimulus in particular.

The soundtrack was conceived by Lucasfilm’s Lucy Autrey Wilson and Varese Sarabande Records’ vice presiden Robert Townson; Wilson and Townson had previously discussed a soundtrack based on Timothy Zahn’s Thrawn trilogy.

Perhaps it would have sounded a bit like the Philip Glass-inspired themes that have accompanied Thrawn on this season of Rebels?

Ultimately, it was decided that the multimedia Shadows project was a better fit for the idea.

“This kind of project gives more freedom to a film composer, actually,” Townson said.

“In a film you might have an action scene, so there'll need to be faster cutting and editing and the music needs to keep up with that to the hundredth of a second, even if it might not be in the best interest of the piece evolving from a musical point of view. For a Shadows of the Empire soundtrack the most important rule was just to write great music, to evoke the scenes and characters without the obstacles that a film can present.”

Shadows even had a trailer

Like any Star Wars project worth its spice, Shadows of the Empire had its own trailer, but it was not widely seen.

The trailer was originally broadcast on QVC and was also shown at fan conventions, but Lucasfilm pulled the trailer when they began to fear it would disappoint fans who thought it was teasing the release of an actual film.

When Luke Skywalker was most vulnerable...
When a renegade hero became a friend in desperate need and a dark villain faced his greatest challenge...
When the Empire turned more and more to the forces of the underworld...
The underworld moved in to crush the Empire and the Rebellion in a single stroke...
After the Empire Strikes Back and before Return of the Jedi, there was a time when heroes and villains alike lived in the Shadows of the Empire.

What’s the deal with canon?

I know the real question for some of you will be this – is Shadows of the Empire canon or not?

The short answer is no, it’s not, but the long answer is slightly more complicated.

Certainly, it was intended to be canon when it was released, but as with the rest of the EU, it was taken off the board when Lucasfilm wisely wiped the slate clean after the company was purchased by Disney.

Certain elements of the story are definitely canon, though. The Black Sun criminal organisation has been featured in The Clone Wars and Rebels, although Prince Xizor has yet to be referenced specifically.  

In the 1997 Special Edition re-release of A New Hope and all cuts thereafter, which are canon (unless and until Disney reasserts the primacy of the original 1977 cuts), swoop bikes and ASP droids from Shadows of the Empire are seen in Mos Eisley.

In fact, the Mos Eisley seen in the Shadows comic book and video game and the Special Edition of A New Hope are virtually identical, because the comics and game creators were supplied with ILM storyboards used for the expanded Mos Eisley section of the film.

Dash Rendar’s ship, the Outrider, is even seen flying away from Mos Eisley in the Special Edition – or at least it appears to be. Since Dash’s existence hasn’t been confirmed in the new canon, all we know for sure is that it’s the same type of ship, a YT-2400 light freighter.

A YT-2400 light freighter was also seen in the trailer for the third season of Rebels, and is set to appear in this weekend's episode (called Iron Squadron), but executive producer Dave Filoni told fans at Star Wars Celebration that this isn’t the Outrider.  

For now, then, Shadows of the Empire remains firmly in Legends territory.

But you know what they say, don't you?

There’s always a bit of truth in Legends...

A reshoot built on hope

A reshoot built on hope

So how does Kylo Ren know Rey, anyway?

So how does Kylo Ren know Rey, anyway?