Would you believe that four-time Oscar-winning sound designer Ben Burtt studied physics in college? "I had a real interest in filmmaking since the time I was a little boy," Burtt remembers. "I never considered it as a career, but when I was in college, I made some films for fun and won some awards, and I got a scholarship to go to film school if I wanted to."

In 1971, Burtt enrolled at USC's School of Cinema-Television to pursue his master's degree in production. "Like any student there, I got a chance to direct, to do sound, to do editing, to write," he says. While at USC, Burtt developed a keen interest in special effects, sound and editing. He graduated from the program in 1975.

Around that time, movie producer Gary Kurtz was putting together a crew for an upcoming film. "He called some of the professors he knew at USC and asked if there was anyone interested in recording and making some sounds for a science-fiction film they were going to do," Burtt says. "They recommended me."

This "science-fiction film" would become the highest-grossing movie from 1977-1997. It was called "Star Wars."

Burtt started working for Lucasfilm in July of 1975. "I began recording sounds and building up a library of noises for this film called 'Star Wars,' which hadn't gone into production yet," he recalls. "Eventually, that job led me to come up to Northern California during the post-production phase of the movie. I was the sound designer, for want of a better term, making the sounds and being responsible for inventing what we heard."

"Star Wars" opened in theaters on May 25, 1977, and the following year, Burtt's aural inventions were honored by the Academy of Motion Picture Arts and Sciences. He received a Special Achievement Award for sound effects, for the "creation of the alien, creature and robot voices." To cite just a few of his innovations, Burtt created the voice of R2-D2, invented the language spoken by the Wookiee species, and devised the oft-imitated sound of the lightsaber. His Oscar was one of seven for the film.

Burtt's celebrated contributions to the "galaxy far, far away" launched his career as a prolific sound editor and sound designer at Lucasfilm, where he was on staff from 1975 until 1990. While there, he lent his sound design and effects expertise to films including "Star Wars: Episode V -- The Empire Strikes Back," "Raiders of the Lost Ark," "E.T. the Extra-Terrestrial," "The Dark Crystal," "Star Wars: Episode VI -- Return of the Jedi," "Indiana Jones and the Temple of Doom," "Willow," "Indiana Jones and the Last Crusade" and "Always." During his 15-year tenure at Lucasfilm, Burtt earned eight Oscar nominations. He won for "Star Wars," "Raiders," "E.T." and "Last Crusade."

"At that point I went freelance because I wanted to direct," Burtt says. One of his directing ventures was the 1990 IMAX film "Blue Planet." He later returned to Lucasfilm to work on the "Young Indiana Jones Chronicles" television series. He was the second unit director on 20 episodes, occasionally also editing picture and doing sound design. He then directed the film-length "Young Indiana Jones and the Attack of the Hawkmen." "When the series was done, they started talking about doing the 'Star Wars Trilogy Special Edition,'" Burtt recalls. "I was the only one who knew where the tapes were in the basement, so I was on hand to help resurrect the soundtrack and advise on the changes. I also did some of the picture editing."

Burtt left for a year to direct "Special Effects: Anything Can Happen," another IMAX movie. Shortly after he returned to Lucasfilm, production began on "The Phantom Menace." "Martin Smith was hired to be the editor and I was hired to begin working on pre-visualization," Burtt remembers. "I was creating animated storyboards and cutting the sequences together. I had made so much headway for nearly a year, working on the pod race, the submarine journey, the battles and sword fights. It was logical, when the actual film went into production, for me to stay as the editor on all of those sequences. So Martin and I ended up splitting the job."

"When the opportunity came along to do 'Attack of the Clones,' I was hired on to be the editor and sound designer," Burtt says.

In April, EditorsNet met up with Burtt at Skywalker Ranch in Marin County, Calif., where he and his assistants -- Todd Busch, Jett Sally and Cheryl Nardi -- were busy putting the finishing touches on "Attack of the Clones." Read on as we talk to Burtt about his latest "Star Wars" odyssey.

Were you able to bring your entire crew to Australia, where the film was shot?
No. It just isn't practical to bring people over and move them. Todd and I went over, and Todd set up the editing room. Two really good Australian assistants -- Allison Gibbons and Jason Ballantine -- were the Jett and Cheryl of Sydney. They came on and started the job. Allison and Jason were there with Todd to process all the dailies, to do all the logging and transfers of the material as it was shot, and to assist me in the managing of the cutting of the show at that point. Todd was the second-in-command, and he would delegate tasks to Jason and Allison. When we came back to Skywalker Ranch, Jett and Cheryl took over and continued on with everything that the other two assistants had started. Jason and Allison certainly deserve credit for getting it all going, managing the database, and passing it on to Jett and Cheryl.

It sounds like an enormous undertaking.
The thing about any 'Star Wars' film, especially the ones that we're doing now, is that post-production is almost like making two feature films at the same time. You're doing a live-action feature film, with all the necessary logging and storytelling-through-editing, and all the data that needs to be managed for a regular feature film. You're also really doing a full-length cartoon because almost every shot in the movie involves animation, which has a different approach to how you design a shot and where the images come from. In the end, every shot becomes a special effects shot -- and there are thousands of them. So anyone coming on in post-production on this picture side is faced with managing these three huge areas: normal feature, fully animated feature, and then the two of them being interlaced with one another in complicated ways.

When did this whole process begin for you?
We've been on the film for two years. In March of 2000, I started previsualizing sequences. I would get a verbal description from George of a sequence, like the "Speeder Chase," and then begin creating images for it and cutting things together prior to going to Australia so that he could react to it. We did a lot of editing up front that helped George to design the sequence, to pick out camera angles and to develop the action in the sequences. By the time we got to filming in Sydney, there were three or four pieces already edited as what's called a "videomatic version" of a sequence, which was a good reference for George while he was shooting. A lot of decisions had to be made ahead of time about what angles, what coverage, and what kind of motion would make the sequence work the best. George traditionally likes to work out as much of that as possible before he gets on the set.

There is the "Speeder Chase," which involved working out ahead of time what the action was going to be. There were some storyboards drawn for the sequence, and there was artwork drawn to be inspiration to determine what it would look like. But the actual camera angles, and how it was going to cut together to get the right flow of action, was worked out as an editorial process, rather than as a storyboarding process.

There is a sequence called the "Platform Fight," which is a battle between one of our heroes and the villain. It's essentially a fight scene, and we had a version of that made in the editing room prior to shooting so that there would be something to react to. There is a section in the "Clone Wars," which is a gigantic battle on land and sea, as well as in the air. Some of that was worked out in the pre-visualization. There was also a sequence of a fight with some monsters, which we worked out to some degree ahead of time.

Some of them were more complicated than others. We also had a team of artists working with us -- not ILM artists, but young animators who were brought on as a small team who could create shots for us. We could say, 'I want a speeder to fly by and go past the building,' and they could create a low-resolution bit of animation for that. We could then order different speeds and different camera angles from them. Therefore, a sequence could be edited together and given some critiquing before it even got to the day of shooting.

That is truly a sign of the times.
For the "Speeder Chase," we shot some of our crewmembers playing the parts, so it was like a home movie. It was actually shown on a screen to the actors, who then took a lot of their timing from the cut, much in the way you might pre-record music for people to dance to so that the timing is right. In the case of the "Speeder Chase," we had a fairly tightly cut sequence that they could watch and respond to. They could get pumped up. They could actually see the context where their acting was going to be, because for many of these sequences the actors are just sitting in front of a greenscreen while the director is saying, 'Turn left, turn right, duck!' This gave the actors something to help them see what it might be like.

How was the editorial work apportioned?
I was left to take the dailies and assemble the scenes and show them to George. He would come in and see me directly, and I would show him the cut and we would work out things together as time went on. Todd became a mastermind of managing our very complicated database. I was cutting shots in layers of video. I might have an actor from a greenscreen. I might have a picture of an animated character. I might have a background or a middle ground, or multiple characters. A lot of my activity was not just cutting the story, but creating the shots out of layers of video and then cutting the story with them. I gave it a name. By creating the shots, I was doing what I call "recomposing," which means taking elements -- it may be a bit of artwork, it may be a temporary bit of video that I obtained -- and building up video layers to create a shot. I then cut that to the next shot.

About how many layers of video were you dealing with for each shot?
On the average, we probably had five or six layers of video for every shot of the movie, and sometimes many more. You very rarely had everything in front of the camera. The whole movie was shot in pieces. So the editing room activity for me became a great deal of constructing images, as well as cutting together the story with those images. Also, you could cut a scene together and see what worked and didn't work. Then, to make corrections, you could start altering the image and changing the timing, changing the location of a character or actor on the screen, cutting them out and moving them over a little bit, shrinking the whole frame so they could paint a bigger set around it, or adding and subtracting characters. It became a very complicated editorial process.

It sounds extremely malleable. Every piece could have gone in countless directions.
It was, and George got used to working that way. There was a lot of recomposing. It's really bringing the shooting of the movie into the editing room, and you have to release yourself to the idea that nothing is sacred, just because you filmed it, or just because you had difficulties filming it. Something can be so out of context when you film it that once you put it in context, it needs adjustments. I could very freely cut and paste and manipulate images, and Todd's job was to keep track of all of that. Eventually, a very organized bit of data could be turned over to ILM so that they would know exactly what we were doing. Every little visual element was accounted for in the database.

What kind of system was in place for keeping the elements accounted for? Every shot of the film was given a code name. In the past, you might have identified certain shots as special effects shots, and you created a special code number so it could be tracked in everybody's database, at ILM and here. But we went ahead and gave every shot in the movie a name and a number, because every shot, in the end, was an effects shot. Todd worked out a very elaborate and successful system for just keeping track of all that. As ILM sent things back to us in some developmental form, he was responsible for cutting it back into the show, and maintaining synch with everything that I was doing. Todd ended up editing every shot in the movie in some way. As it gets developed and a new version comes along, he cuts it in. I would say I depended entirely on him to manage all of the cyber-paperwork.

What were Jett and Cheryl's main responsibilities?
Jett and Cheryl became specialists at different things. Sometimes, they got funny little jobs. Cheryl ended up cutting all of R2-D2's voice, because she really enjoyed it. When we were putting in temporary R2, she was doing some of it and it was coming out very well.

The great thing about Cheryl is that she was a hybrid between sound assisting and picture assisting. Typical of Lucasfilm over the years has been a fostering of people who can do many jobs. That's also true of me. I'm a sound editor, I'm a music editor, I'm a picture editor, I'm a sound designer and a mixer, and I can direct second unit. So to any one of the jobs that I might do for Lucasfilm, I can bring a viewpoint with an understanding of other areas. That's been encouraged here. People try to keep it open such that you have a specialty, but there's a lot of communication. We're not against widening someone's job responsibility if they have a skill for it and it will help us out.

We also tend to work with fairly small crews. Our sound crew is much smaller than what you'd have on a feature film of this scale. We do the movie with two or three sound editors, instead of eight or ten. It's a tribute to Todd, Jett and Cheryl's organizational skills that it's gone very smoothly and without any real crises. Some things they did, I probably am not even aware of -- I just take it for granted! I guess that's a good thing. There was just a whole lot of management of things, so that at any moment we could check the status of every shot. The way George works, we're constantly making changes. We're always going back and tearing something apart and putting it together in a new way.

Turning on a dime.
You need to be able to do that without getting lost. They worked on a system which made it so that George could make snap decisions or whims, and it would be absorbed without any chaos.

They're good shock absorbers.
More than that, they're a very expensive luxury car.

How long after principal photography wrapped were you able to finish a cut of the film?
I tried to cut more or less a scene a day, unless it was a huge action sequence. By the time I left Sydney, I had quite a bit of the film assembled together. I might have worked for another six weeks, and then we ran the whole movie for George. It could have been even sooner, but George allowed me the time to put together what he calls the first assembly. (He doesn't call it the first cut until he's gone through it.) I felt greatly under control. Things were very watchable, and we could sit down and tackle the whole film together from that point on.

During production, how often would George swing by the cutting room?
There was no time during the shooting day for him to do that. There were no scheduled visits. I was left on my own to work at my own pace. I would give him verbal reports on occasion, or I'd ask him if he wanted to see something. He might try, if he had time, but we weren't expecting to review anything. We did meet on Saturday mornings to go over scenes that hadn't been shot yet, because at the same time I was cutting the movie, I was working on previsualized sequences that we hadn't gotten to yet. Some of the ones I mentioned weren't completed by the time we started shooting, so we would spend the few hours we had together on Saturdays reviewing upcoming material. I would show him how the "Speeder Chase" or the "Platform Fight" was going, and he could look at it and make suggestions about the design of the sequence. There were certain areas of the film that hadn't been storyboarded at all, and he wanted to have something to see. The way he likes to work is to have something to react to. It's good for him to see a version of the sequence, even if it's very poor, because he can immediately make some decisions about it and have more confidence going into shooting that what he's getting is what he'll want eventually.

Once you returned from Sydney, how did the editorial process play out? Did George spend a lot of time with you in the editing room?
Yes, he loves the editing process, so he's very present. He would come in on a daily basis and spend what time he had -- certainly a few hours a day, if not entire days -- meticulously going through the cuts. He loves to experiment. Apply that in the editing room, where you can very quickly manipulate scenes and images and always get back to where you started. He had fun being the audience, reacting and trying new ideas. He wasn't shy of rewriting dialogue or modifying the content of a scene in some way. We had a very methodical process of reviewing sequences, and then having periodic screenings for ourselves, just the editing crew. I would do a temporary mix and put in some sound effects and music so that it had a basic impression of being finished. A film like this really needs that, in order to break away from the awkwardness of a fantasy world without any sound or any music.

He was very hard on his own material and not afraid to experiment. Generally speaking, his presence would be felt to different degrees. There are certain sequences that I assembled or cut together that didn't change a whole lot from how I approached it. And other times, he really wanted to start over. He would recognize what was done, and maybe that was what he had intended, but now he'd feel differently about it and he would want to go off in some radical new direction.

Is that hard on you?
It's not too hard on me. I've learned, in working for George for a long time, that this is the way things are. I've been a director myself, and the lesson I've learned is that my job as the editor is to help the director get what he wants. It isn't to compete or to twist his arm, because I recognize that there are different approaches to every scene. It's such a creative and flexible medium. My influence is prevalent in all of it anyway. I don't feel left out even if he wants to change something, because I know that the only reason we're making that change is that we got there because of what I had done. You pioneer something and make the cut work, and then it gives you a new direction to go. There are only minor pangs of pain once in a while when I'm really proud of something, or it's some difference of interpretation. But quite honestly, there was never any tension. Neither of our personalities is such that that is an issue. He's the boss, and he'll get it his way anyway, so why fight it? And there's not much to fight about. He can only arrive at the end point by having people do their best to put it together, whether it's sound or music or picture or effects. He will reject certain things we do, but he'll also absorb a lot of it and move forward building on that foundation. So it's not particularly difficult.

When you do see something differently, how do you communicate that?
I'm diplomatic. I'm tactful. I'm honest. Generally, I will say something to the effect of, 'What do you think if...?' or 'How about trying...?' He's willing to listen to a lot of that and go with it. I never pound my fists and leave in anger. That never happens. As I say, he has a certain viewpoint. There are obviously ideas he'll have that I'll initially think aren't going to work. He'll be persistent, and quite often it'll eventually work! There are also things in the film I would do differently if I were the director.

I learned years ago, when I was doing sound design for George, not to take the rejections of things too deeply. There isn't an artist or a person in this company -- an animator or a composer, or anybody -- that doesn't have to submit to his judgment, because this is his movie. He created it, he's responsible for it, and he's very opinionated about it. For me, his management style is mild. He never insists on something; he just gets his way because he's the boss.

It sounds like a pleasant association. It is a pleasant association.
The nice thing about the editing room is that it is a very calm and private environment. You're not under the stress of being on a set, where decisions have to be made really quickly without any hesitation. In the editing room, we can get stuck on something, skip over it for a while and come back to it. We can review something a week later and realize that we might have done something wrong, or come to an understanding of why it didn't work.

George is a very good editor. That's probably where he's the most comfortable, of all the hats he has to wear. I think he feels the most relaxed in the editing room. Especially nowadays, because he knows he can manipulate things a great deal, and he's got a whole company standing by to make those changes. If he wants, they can change the whole entire set. You can erase what's there and put in something else. That happens! A director in the past couldn't do that. You wouldn't say, 'This scene should now be outside instead of inside. Let's change everything.' He knows he can do that now, so he does if he wants to.

What was one of the most difficult aspects of working on "Attack of the Clones"?
I think the hard part about 'Star Wars' is that, as an editor, you basically sit in judgment every day. You have to look at and critique what's put on the screen in front of you. Is it good? Does this tell the story? Is this clear? Can you see it? I don't like that eye-twitch. Why was the movement not good enough? You're always critiquing it. You're paid to be a judge, to sit there and pick it apart and make it better. After a long, long time with this film and these scenes, you've picked it apart so much that sometimes, all you can do is look at it and see what you thought it might have been, but it isn't. It's a long time to be on a project, I have to say. It's the amount of work of doing at least two feature films. It's like having two jobs.

In terms of the structure and content of the story, what major changes took place?
A lot of things changed, every day. To talk about all of them would take four hours. The story line went through quite an evolution. There was what was written and what was shot, and along the way George felt free to experiment with that. Certain sequences were added, dropped, and then sometimes added back in modified form. There were things that came out of the editing which weren't dramatically very successful and had to be rethought. George scheduled several reshooting phases. There was the initial shoot, and then every six months there was another week or ten days budgeted for shooting, and the actors were lined up. If he wanted to rethink a sequence, he knew he'd have a chance to change it. He's happiest if he has those options open.

Every attempt was made to shoot the whole story initially, which pretty much happened. The reshoots basically involved absorbing drama that needed to be rewritten to make the story better. No matter what kind of script you have, when you put the film together, it comes out differently. Different values come out of it, and something that might have seemed to work in the script may be awkward or take too long. More often, what happened was that things took too long to evolve, or things were redundant. With some scenes, we found that we had really covered that bit of information already. We didn't need a whole scene to reiterate it, so the scenes were dropped.

Running time is precious.
He didn't want to make a five-hour movie, so every effort was made to get it down to a crisp two hours. "Clones" is actually two and a half hours. It needed it. Beyond that, you'd really shave into some values that you wouldn't want to lose. It could have been a lot longer, but it would have been somewhat dull in places and not stylistically what we he wanted. George's nature is to play with it and rewrite as we go. And since so much of it is shot in pieces, you're able to do that. You can rewrite an actor's lines, and if you really have to, you can alter their lips. All kinds of options are open to the filmmaker now.

Attack of the Clones" is the first major studio release to be shot digitally. Did that impact your work in any way?
The impact of shooting in high-def/digital is felt mostly in production and in exhibition -- not so much in the middle, during post-production. Editing has already made the transition to the digital world. Whatever is shot on film or gathered on 24P digital, a videotape master was made of it, which was then digitized into the Avid. From our point of view, it could have been on film. We're still getting an inputted digital image, and we carry on from there. So the high-def aspect didn't really show up in the day to day on editing.

Essentially they're shooting with a video cassette in the camera, so there was the opportunity during shooting to rewind it and look at something, if you really wanted to. We didn't have to send material out to the lab and have a work print made and telecine overnight. The dailies tapes were down-converted to digital betacam, and you could look at them as quickly as you could do that. When there was a lot of pressure and we had to see something, we could see something right away. That was an advantage. There were a few cases when I was able to look at some dailies, run down while they were still shooting a sequence and make a few off-hand suggestions for coverage. But the impact of digital is obviously going to be felt ultimately in the exhibition of the film, by showing it digitally.

In most cases, the film is not going to be projected digitally. Does that vex you?
I have great hopes for the digital format. It will take time getting the theaters to invest in the new equipment. They're always very resistant to a change, and that's understandable because it means investments on their part. They're very shy of reacting too quickly to something. There will be digital presentations of "Clones." I don't know the numbers, but it might be in the realm of 50. I think they're working on that issue, and it's not a known fact. Naturally, we'd like as many digital presentations as possible. If you shoot in that format and you exhibit in that format, you capitalize on the inherent qualities of the digital image. But it's still being put on film, because that's the reality at this point.

You also did some of the second-unit shooting.
Yes, and shooting digitally helped a great deal because you could immediately see the lighting and see what the image was. It also helped especially with some of the reshoots, when George went back to pick up some scenes. They could play imagery that had been gathered and immediately line shots up with previously shot imagery. Essentially, bypassing the film step simply declared that all the imagery was digital and therefore very accessible. You could quickly get anything to ILM and into someone's workstation.

What scene in the film was the most fun to edit?
Until it's done, I can't tell you that. But I've learned that it's not the end result for the filmmaker; it's the journey along the way. There were a lot of things in this film that were really fun to shoot and to edit. Many of them were changed as we went along. In 'Phantom Menace,' we had a 25-minute pod race, but we could only put a seven- or eight-minute pod race in the movie or it would be out of proportion. We had to lose 15 minutes of fantastic action. There are things like that in this film that would have been nice to include, but they'll be on the DVD. (laughs) You have this other venue now where you can have the outtakes and other things that you couldn't tolerate in a regular movie. There are things I liked as the sound designer because they allowed me to really express myself with the sound effects -- things like the asteroid chase.

What was it like wearing both hats on a film of this scale?
Wearing both hats was great because I could cut knowing to some extent what I wanted to do with sound effects, and try to include in the design of the cutting a place for the sounds to play. I would spend a few hours, or sometimes take a day or two off from the editing, and go make sounds. I would make up a batch of sounds for things, and then bring them up and start cutting them into the show so that we could evaluate the editing with some sound that's there. In a film like this, that's really important.

You also begin to get new ideas for picture cuts out of how the sound treats it. It was very satisfying because when you put in sound effects, you bring something to life yet again in a new way, and it allows you to evaluate the impact of a scene without distractions of something not being credible or realistic. So I worked back and forth. I wish that I'd had a little more time on sound than I got. I thought I would have more time -- a day for sound for every four days of editing -- but I didn't quite get that ratio.

What are some sounds you invented for "Attack of the Clones"?
For this one, there's an asteroid chase in which there are sounds of ships and weapons and explosions. That was fun to do. There are some nice ambiences; we go to specialized worlds that have unusual machinery and unusual backdrops, for which the sound plays a role like music might play a role. It's very typical of 'Star Wars.' You voyage to different planets, you go underground, you go into space. You meet up with aliens with funny voices.

You're famous for having invented the sound for the lightsaber.
There are more lightsabers in this film than ever before, so the fans that like lightsabers will get their ears full.

How did you come up with the sound? It was a sound of a motor on a projector, plus a sputter from a TV picture tube, mixed together

Think outside the box. That's why sound is fun. You keep your ears open, and if you hear something accidental, you can try to work it into the film. It happens all the time.

What's has it been like working on the same project for two years?
That's the hardest part. I have an affection for 'Star Wars,' so I obviously feel good being a part of it. It has a tendency to be as long as you'd ever want to work on something. It's hard to be as objective about things when you've seen so many different forms of a scene, you've been through so many changes and explored so many things. It's a little hard to stay fresh and objective, especially now toward the end.

Were you able to take some time off every now and again? I didn't get any time off on this show. I did go off and direct another movie for my summer vacation. I was off for a month, and I shot a high-def Civil War film. It's being finished today at the other end of the building. I've got my hands full, doing two films at one.

What's the film called?
It's a featurette called "Manassas: End of Innocence." It's a 45-minute-long dramatization of the first battle of the Civil War, and it's for the National Park Service for a "destination theater" being built at the Manassas National Battlefield Park in Virginia. It's an educational film that people who visit the battlefield will be able to watch in the visitor's center. We shot it in high-def and it will be shown digitally, just like 'Star Wars.' It was a lot of fun because I could use a lot of what I was learning on 'Star Wars.' It's kept me really busy, and it has been a way of staying a little fresh, because I could work on that film on weekends and during my vacation.

By Erin K. Lauten May 17, 2002 Editors Net