55 Years Later, George Lucas' Directorial Debut Is Still A Master Class Of Ingenuity
THX 1138 was a box-office flop, but the techniques used to make it paved the way for George Lucas’ future success.

In the years since Star Wars has grown into a massive global phenomenon, it’s easy to forget that the franchise had (relatively) scrappy origins. While it’s not exactly correct to call the original Star Wars an “independent film” — it was distributed by a major studio, 20th Century Fox — Lucas himself self-financed much of the first 1977 Star Wars film (later given the subtitle A New Hope) and used matte paintings, miniatures, and props reused from other movies to stay within a relatively tight $11 million budget. How did he do this? Partly, by using what he learned on his first movie, THX 1138.
Although it’s also sci-fi, THX 1138 is a very different type of movie from Star Wars. Far from a rollicking space opera, this dialogue-driven film takes a more cerebral and philosophical approach to the genre. “The idea was that we would push the envelope in terms of what was understandable and say that this was a film from another culture that had somehow landed in 1970,” sound designer and co-screenwriter Walter Murch told Indiewire.
THX, pronounced “Tex,” is the prefix that categorizes our main character, played by the late great Robert Duvall — he has no official name, just the badge number (1138) he wears at all times. The film takes place in a hyper-efficient future where human emotions are forbidden, and citizens are kept on a strict regimen of narcotics designed to make them as compliant as possible. It’s all very 1984, although Lucas was just a little off in predicting that it would be the state, not corporations, numbing the public with slogans like “buy, and be happy.”
Not taking one’s pills — and there are many of them, in different colors and sizes — might induce a “serious chemical imbalance” in a productive citizen of this soulless future dystopia. Here, that basically means waking up to the emptiness of a life that exists just to work and consume, which THX 1138 does early on in the film. He then falls in (highly forbidden) love with his roommate, LUH 3417 (Maggie McOmie), prompting a series of events that lead to THX’s arrest and eventual escape from his totalitarian reality.
The original theatrical trailer for ‘THX 1138.”
It’s an entertaining film, but what’s really impressive about it is how it creates a complete sci-fi world using limited resources. The first picture produced as part of a deal between Warner Bros. and Francis Ford Coppola’s company American Zoetrope, THX 1138 was made on the low — and extremely specific — budget of $777,777. (Coppola’s favorite number is seven.) The methods Lucas would use to work around these restrictions made him a more inventive filmmaker, even if the dividends didn’t really pay off until later.
Writing for American Cinematographer, co-DP Albert Kihn says that “It was not the things that were taken advantage of, but the things that were not done, that made the film.” Both Kihn and his co-DP Dave Meyers had come from the world of TV documentaries, and Lucas hired them specifically because they didn’t know any of the tricks Hollywood DPs would use to “pretty up” their footage. “He wanted it to look as though everything was being observed by hidden television cameras,” Kihn writes. The crew used available light, overexposing scenes shot in a blinding white Cyclorama — an analog ancestor to The Mandalorian’s high-tech Volume — and using documentary techniques to capture motion in dark subway tunnels.
The film was shot almost entirely on location in and around San Francisco, where Lucas and his crew took advantage of the clean lines and open floor plans of modern architecture to bring their futuristic city to life. The marble lobby of a skyscraper office building stood in for the film’s “school for boys,” while the Marin County Civic Center, designed by architect Frank Lloyd Wright, became the underground complex where the characters live and work. The control room at BART headquarters appears in the film, stacked with pre-existing monitors and equipment, as do a series of then-unfinished subway tunnels. Lucas and his crew even made ingenious use of their own soundstage, repurposing it as the sacred temple of the film’s “God,” OMM.
Characters “confess” to OMM in simply designed booths that pair a still image with a tape recording, perfectly evoking the impersonal coldness of this state-sanctioned religion. This is typical of the film’s minimalist style: THX 1138’s most dramatic scenes take place in industrial hallways and blank white rooms with little or no set decoration, evoking a sterile, claustrophobic world where personal possessions and interests are forbidden. Hair, makeup, and costumes are also kept simple: cast members all wear the same white jumpsuits, and were required to shave their heads for the film, as documented in the behind-the-scenes featurette Bald: The Making of THX 1138.
These cost-cutting measures (ironic, given the theme) are paired with a handful of spectacular shots that use miniatures and matte paintings — both relatively affordable practical-effects techniques — to expand the world of the film. This combination of clever workarounds and hand-crafted detail ties THX 1138 to Star Wars: A New Hope, in style as well as technique: In THX, for example, the expendable foot soldiers who patrol the city are dressed in ‘60s-style leather police uniforms and stiff, shiny silver masks. Visually, they’re halfway between a 3PO droid and a Stormtrooper, and the methods used to create them were largely the same.
George Lucas and Maggie McOmie on the set of THX 1138.
There are other hints of Lucas’ most famous creation in THX 1138: The use of holograms as messengers and entertainment, for example, not to mention the line where one of the film’s faceless cyber-cops says, “I think I ran over a Wookiee back there on the expressway.” Most importantly, however, making this movie taught George Lucas to be scrappy, giving him experience that allowed him to later turn a modestly-budgeted sci-fi throwback into one of the biggest and most influential movie franchises of all time.
That’s all in retrospect, of course. Back in 1971, THX 1138 was considered an ambitious failure, producing mediocre reviews and bad box office. Warner Bros. was so unhappy with the movie that it revoked its deal with American Zoetrope, demanding that Coppola pay back the money the company had already invested in future projects. That left Coppola $400,000 in debt, leading him to take a job directing The Godfather. For his part, Lucas would take a break from sci-fi after THX 1138, directing American Graffiti and getting used to his movies making money. But thanks to his experience on his first feature, when he returned to the genre, the result would capture the imaginations of millions of people around the world.