"The Empire Strikes Back" had a tough shoot. A fire at the Elstree Studios in England and catastrophic weather in Norway prompted last-minute rescheduling; the fluctuating value of the pound caused the budget to balloon. The Directors Guild and the Writers Guild fined Lucas for placing Kershner's and the writers' credits at the end of the movie while keeping the Lucasfilm Ltd. logo up front. (Lucas resigned from the Directors Guild, making it impossible for him to hire an American director for "Jedi.") Producer Gary Kurtz ended his association with Lucas shortly afterward. And though some reviewers dubbed the film a masterpiece of fantasy, others waxed nostalgic for the lighter tone and toy-land cornucopia of Lucas' own "Star Wars." But "Empire" is now accepted as the richest, eeriest and most daring episode in the series. And when the director of "Return of the Jedi," Briton Richard Marquand, died in 1987, Kershner became the only living director besides Lucas to know the pressure and ecstasy of directing a "Star Wars" movie.

"George said, 'Don't worry about the fact that you don't know special effects. What I want you to do is think up the shots ... Then we'll let the boys figure out a way to do it. That way it's a challenge for them, and we'll do stuff that hasn't been seen.' So I didn't censor myself -- I didn't stop to consider, 'How are we going to get 50 men racing across snow with monsters chasing them and things blowing up?'" Kershner spent several hours a day for a year storyboarding the action himself, getting his perspective on each scene and delineating its motion. At the same time, artists at Lucasfilm and the Industrial Light and Magic effects shop, notably Ralph McQuarrie ("a genius!" says Kershner), were making beautiful, detailed renderings of sets, costumes and effects. Kershner tried to key his drawings to their work, then handed over his sketches to Lucas' storyboard artist for a brilliant polish. It's the Lucasfilm and ILM sketches and paintings that survive in volumes like "The Art of Star Wars: The Empire Strikes Back," leading casual readers to believe that Kershner merely followed tracks laid out for him. No wonder Kershner says, "According to the books, I didn't even exist. Of course, I couldn't have made the movie without George and ILM; on the other hand, they couldn't have made that movie without me."

Kershner's respect for Lucas has never wavered; it dates back to his boy wonder days. When Kershner was giving seminars at USC, what impressed him was a short picture Lucas made called "6.18.67," about the filming of an expensive Hollywood western, "MacKenna's Gold." "George's film was different from what anybody else had done," Kershner says. "First of all, he shot these extreme long shots of the little tiny group of filmmakers with their umbrellas way in the distance against the mountains -- nobody does that. He really shot a picture that was his vision. And boy you look for it, especially in Americans. I see it much more with Europeans and Japanese and Chinese -- a vision. Not just a bunch of pictures all put together with people talking, but a way of seeing. My theory is that the artist is primarily an observer, and one of the problems with modern art is that there's no observation -- the artists observe each other, they observe each other's paintings. Perception has to be developed, that's where depth comes in. I don't see it much with American directors. The reason is we don't reward it -- it's as simple as that. You do something highly personal, really different, it will either not be understood by the executives it has to go through, or will be considered noncommercial, which is to bring hell down upon you."

In the early '70s, Warner Brothers production chief John Calley asked Kershner to screen Lucas' Orwellian debut feature, "THX 1138" (an expansion of his student film, "THX 1138:4EB"), which others had deemed unreleasable. "I knew that George had been making the picture, and had his cast cut off their hair, what sounded like ridiculous stuff going on. But now I'm looking at it and I see really a different kind of picture, with terrific performances and a look that's haunting. I told John, 'I think you have to release it. It's unusual, it's got action in it, at least it's an original! You've got to release this picture.' It's what science fiction should be, a tale that's pertinent to our times; it's like what Kurosawa told us when we asked him why he made so many historical films -- 'It's because I can make statements about society that I can't do if I set them in the present, where they would become lectures.' And he was right. In 'THX 1138,' George used science fiction to comment on the technological revolution that we've all become subservient to."

But Kershner didn't view "Star Wars" as science fiction: "It was fairy tale, myth, that's where I did my research. It had to do with empowerment, and with loyalty, which is a wonderful thing in legend, and with the fact that fathers want to destroy their sons or to use their sons' powers as their powers decline." Although "The Empire Strikes Back" was instantly (and justly) labeled the "darkest" of the "Star Wars" films, part of its darkness came from its maturity. Kershner recalls that even though he was in his 50s, executives at Twentieth Century Fox considered him too old for the job. But Lucas stuck by his light-sabres, telling Kershner that he wanted him "because you know all the things a Hollywood director should know, without being Hollywood," and promising, "It's going to be your picture." And Lucas kept his word. Even when the film went over budget and Kershner offered to cut a couple of sequences, Lucas said, "Don't change a thing! Keep going as you're going."

Kershner cooked up classic moments with his actors, whether it was Chewbacca howling like a grieving wolf for his lost friends, or R2D2 standing on robotic tiptoe, or Han Solo banging at the controls of the Millennium Falcon like Bogart kicking at the engine of the African Queen. Through it all, Lucas "only encouraged; he never discouraged." And Kershner's insistence on maintaining dramatic values electrified the movie. When the effects artists showed him their concept of Han Solo in carbon-freeze, they made it look as if Harrison Ford were hibernating; it was Kershner's idea that Solo's face and form ripple with desperation, as if he were trying to push out. And Kershner insisted on demonstrating that Luke Skywalker has feeling in his artificial hand: "We were starting to make him a mechanical man, and he's not; I wanted to show that in the future when he makes love to a woman he'll have some feeling there -- that's what I was thinking!"

In his youth, Kershner studied viola, violin and composition, then painting and sculpture; he worked as a photographer, made State Department-sponsored informational films in the Middle East and did a documentary TV show before he put together a low-budget feature (in 1958) called "Stakeout on Dope Street." (He also served on B-24 bombers during World War II.) The director drew on all this knowledge for "The Empire Strikes Back." In many fantasy films the cameras rarely move, because they must be locked in position for the special effects. Kershner plotted subtle camera adjustments to provide an illusion of fluidity and sweep. His mastery of rhythm extended to the place of "Empire" in the trilogy as well as to its internal structure. He deemed the trilogy a three-part symphony, with the opening movement vivace, the second lento and the third allegro. It was his job to get the audience to care more deeply about the characters after the furious activity of the first film. His splashiest sequence came at the beginning, with the battle on the ice; his challenge was to deliver an emotional build as potent as any galactic dogfight.

Kershner exploited improvisation, both with the actors and the props; often, this rescued the schedule and improved the picture. For example, when he shot the funny-touching shtick of Chewbacca carrying a battered C3PO, the robot ended up with his head hooked to a rig composed of wood planks and wire, and his arms tied to a fishing rod -- the only way to get the android to flop around in the correct helter-skelter fashion. The director says his one extended disagreement with Lucas came over the film's biggest laugh line. Just before he's put into carbon freeze, Princess Leia tells Han Solo, "I love you," and Lucas wanted Han to say, "I love you, too." But at Kershner's prodding, Ford came up with just the right piece of macho wit: instead of "I love you, too," a sardonic "I know." Lucas relented after a preview audience went crazy for it. Screenwriter Lawrence Kasdan liked it so much he reprised it in "Jedi."

At one point, Lucas made a pass through the editing and inadvertently diminished the power of the movie -- he tried to hurtle it along. Kershner helped him realize that for the second movement of the "Star Wars" symphony, you needed time to study the actors and look into their eyes. Kershner still feels that portions of "Empire" go by too quickly. But he says "Lucas' filmmaking instincts are remarkable," and Kershner is thrilled with the recent digital embellishments to his movie (including a vista Kershner had urged on Lucas 19 years ago for the Cloud City).

The director scoffs at the highbrow notion that the success of "Star Wars" ruined American film. "George made a movie he wanted to make and it turned out to be a success; you can't blame him for the people who imitate him, who start with the success and work in reverse. And I don't know anyone else who takes his profits and plows them back into his companies." He admires Lucas for staying true to his vision, no matter how much it differs from his own, and looks forward to "The Phantom Menace": "George has never been happier -- I think he's happy with the movie. A year and a half ago, when I asked why he wanted to direct again, he said he couldn't resist toying with all these new techniques. Who wouldn't? They let you play with the material, not just in your mind, but on the screen."

After seeing "The Phantom Menace" myself (several days after talking to Kershner), I wonder if the integration of effects and live action comes too easy to Lucas, leading him to devalue the human elements that provide comic and dramatic traction. Yet even in the first "Star Wars" movie, Lucas was primarily a creator of unexpected gadgets and gewgaws. Decades ago, when George Cukor told Lucas that he would rather be called a director than a filmmaker -- because "filmmaker" sounded like "toy maker" -- Lucas replied, "A director sounds like somebody who runs a business. I'd rather be a toy maker." When you see a ticklish new creature in "Phantom Menace," like junk dealer Watto, described in the script as "a pudgy blue alien who flies on short little wings like a hummingbird," you realize Lucas hasn't lost his touch -- just his sense of proportion. In a way, the early reactions to "The Phantom Menace" prove Kershner's belief that even in a brave new digital world, there will continue to be an enormous psychic burden on directors who care -- because, as Kershner says, "You never know what's going to work."

"My career," he snorts, "is a disaster. After 'The Empire Strikes Back' I got to make big films that I didn't care about, 'Never Say Never Again' and 'RoboCop 2,' but not my films, and then I got too old." Nonetheless, for a decade and a half he's been preparing a film about Puccini and the last love of his life, a young diva named Cecilia. "What better love stories are there than 'Madame Butterfly' and 'La Boheme' and 'Manon Lescaut'? I've integrated arias from them to move my story forward. I think I've brought it a real drive and dramatic punch. But you tell one of these 30-something executives that you want to make a movie about Puccini, and they ask, 'Does he design men's clothes or women's clothes?'"

If Kershner's film on Puccini does get made -- and it's close -- he vows that it will be a big-audience movie, with an operatic form as far as "The Empire Strikes Back" was from the naturalism of "The Hoodlum Priest." "I love my early movies," he says, "but naturalism is an artist's early style. Now I want to deal with feelings, dreams, an acceptance of irrationality. I want films to haunt an audience, to give them something to remember and be able to talk about -- not the totally forgettable images of 'Twister' or 'Armageddon' or 'Independence Day,' which just take up space on your hard drive and threaten to crash the whole system."