After Splash and Cocoon (STARLOG #97), Ron Howard was a natural choice when executive producer George Lucas was looking for a director for his newest fantasy project, Willow.

Most of the Nelwyns, like Julie Peters (right) and the children, had never acted before. Howard observes he's "very proud of their work."

"I worked as an actor for George on American Graffiti, and as my directing career developed, he was always very supportive and interested," Howard says. "Just as I was finishing up Gung Ho, he called and said, 'I've got an idea for a movie that I've been thinking about for 10 years. It's a fantasy film, and if you think you would be interested in working in that genre, let's get together and discuss it.' And I had been looking for that kind of an adventure story, something with those fairy tale qualities.

"First of all, I loved them when I was a kid. I've got children now, and there aren't many movies out there that you can take your children to see, and that you will also like--a movie that wouldn't be too cute and syrupy, and yet would appeal to what, for thousands of years, has worked. Also, it would be a total departure for me as a filmmaker.

"So, when George told me his story idea for Willow, I said, 'Let me think about it,' and called him later that day, and said I wanted to do it," Howard recalls. "It really fulfilled this need I had to do this kind of movie. I had always wanted to do this kind of fantasy, with sword fights and dragons. These are all ideas and images that have been kicking around in my mind since I was a little kid.

"And I thought, this is a great opportunity, because in a way I have this safety net, of working with George Lucas who understands this genre and this style of storytelling very well and has complete access to ILM. I felt if I was going to embark on this kind of a film venture, who better to do it with than Lucasfilm?"

Sitting in the control room at London's Abbey Road Studios (where the Beatles recorded), Howard is overseeing the scoring of Willow-- through a transparent screen behind him, composer James Horner can be seen conducting the phenomenal London Symphony Orchestra. For Howard, this scoring session represents the closing stages of a filmmaking process which began two years before, 6,000 miles away in script conferences in California.

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"I was involved with the script from the beginning," the filmmaker says. "From an idea that George had, George, Bob Dolman, the writer, and I spent days and days and days together in a room having a wonderful time, working on this story. I had worked with Bob Dolman before, on a TV pilot, a couple of TV movies, and he and I have a story that we're working on for another film. So, I suggested him, and George read some of his work, and met Bob, and thought he would be good. It really was a kind of three-way collaboration, in terms of the various steps and major choices that were made regarding the story.

"We worked on the script off and on for about a year," Howard reveals, noting that in script conferences, "the things I always pushed for were a better understanding of the characters and a sense of humor.

"What I am always interested in," the director states, "whatever the genre, are the characters, how they interact, and how we as an audience are supposed to be able to relate to the characters. Whether that's whimsy, anguish, whatever the emotion that is trying to be communicated is, just so long as something is being communicated by the characters.

"That's the kind of storyteller I am, and that clearly is what George was interested in trying to bring to Willow. He didn't want it to be a hardware movie, he really wanted it to be character-driven, and for us to not be afraid of the emotional side of this kind of story. That was another reason I was attracted to it, because I would actually have something to offer."

The scripting process was "a real collaboration," Howard notes. "We would throw hundreds of ideas into the hopper, and when the three of us would agree on something, then we knew we had something that was working. Then, Bob would go off and write it, bring it back, and we would discuss it. It was a very exciting experience, creatively, for me."

Should Willow have been 20 minutes longer? Considering the "Odd Couple relationship" between Madmartigan (Val Kilmer) and Willow Ufgood (Warwick Davis), Howard thinks more screen time would have been worth it.

When a satisfactory script had been achieved, pre-production began at the end of 1986. "It was pre-determined that it would really be an all-British crew, which is a new experience for me, outside of the editors, Dan Hanley and Mike Hill, who I always work with," Howard says. "But Nigel Wooll, the producer, and Robert Watts [Lucasfilm's vice president of European production, STARLOG #94] pulled together a really first-rate crew: Adrian [ALIENS] Biddle was the cameraman, and of course we had the ILM people here, and Joe Johnston was brought in as an associate producer, very helpful, Micky Moore [who did Raiders' truck chase] as second unit director. Many of them were people who had worked with Lucasfilm before, which was beneficial to me, because no one was overwhelmed, even though they all agreed it was one of the more complicated projects that they had been involved with. There wasn't anyone thinking that they couldn't do it; it was just a matter of how much work."

Casting Willow was "the usual endless process," Howard says, "because we didn't want to hire stars, we just wanted to get people who would be very good in their roles. As a result, we went on the usual search. I've had a great deal of experience with that. Michael Keaton's first movie role was in a film I directed [Night Shift], and we had a similar search for Daryl Hannah and Tom Hanks in Splash. So, I'm not afraid of that, and once again, it worked out very well.

"In the back of his mind, George had always hoped that Warwick Davis [STARLOG #101] would play Willow, but I didn't really know that. George was very low key about it. He mentioned that he knew a guy who might be a good candidate, and hoped that I would meet him, but he seemed to be bending over backward to not force Warwick on me. I interviewed many different candidates for that part, not just in the UK but in Europe and the US. We sent people out videotaping actors, and I would meet all the best candidates. In the end, I thought Warwick clearly had the best aptitude for the role.

Although the Nelwyns heeded the words of the High Aldwin, Billy Barty took his cues from his old pal, Ron Howard.

"As an actor, Warwick was right for the role. Physically, he was the right size and physically, in terms of his capabilities; he's almost acrobatic. He'd had some experience, although he had never worked without a suit or mask on, but you could see that he had a good sense of it. Warwick is a student filmmaker himself, so he completely understands the process. Also, as soon as you began working with him on scenes, you could see that he was quite capable of taking direction and building on it, and his concentration was good even though he's a young man. He was most at ease with the process. And given that we weren't going to get someone who had vast experience, it didn't even seem to be a risk.

"So, I said [to George],'I think Warwick is the best guy,' and George heaved a big sigh, and smiled, and I said, 'Oh, I didn't realize it meant that much to you,' " the director recalls. "He said, 'Well, one of the reasons I became excited about this project years ago was that I had met Warwick and I felt that one day he might be able to play this part.' Well, that made me very happy.

"Warwick more than lived up to my hopes for him. I think that his work on Willow was absolutely inspired, I mean it's not the kind of movie where actors win awards, but his effort was really extraordinary. He's a very smart fellow. I think he has a bright future ahead of him. I really can't imagine the movie without him now, I think he was absolutely tremendous.

"We also had a lot of luck with the other Nelwyns," Howard relates. "Mark Northover plays the heavy, Burglekutt. He was wonderful, he did a great job. David Steinberg plays Willow's best friend Meegosh--he was one of the finalists for the role of Willow, he accepted the Meegosh role instead and did a great job. Julie Peter, who plays Willow's wife Kiaya, had never acted before in her life; it's a small part, but I think she gives a memorable performance. And the children were great. For me, that was probably the most exciting part of the production, because most of these people had very little experience and I'm so proud of their work. It's something that audiences should take completely for granted, but I think people in the know will appreciate how well these people did. I certainly do."

"You never think there are nine-inch people until you start asking around," notes Howard.

Casting the Daikinis, the movie's big people, involved more experienced actors. "I've always felt that Val Kilmer [of Top Gun, who plays Madmartigan] was a good actor. He came in on several interviews and really exhibited a passion for the project," Howard says. "He's an interesting blend because he clearly lives up to one's expectations of a leading man in this kind of genre, and yet he has a kind of a light touch, and is capable of doing the humor. Bill Hobbs, our fight arranger, said Val was one of the best, if not the best, actor he has ever worked with, in the sword fights.

"And the relationship between Val and Warwick...! I mean, I wish I had another 20 minutes of screen time available, just to explore that relationship, because it's almost like The Odd Couple. It's an action movie first and foremost, though, so we don't get to do as much of that as I would like, but you get a good taste of it.

"Joanne Whalley [who plays Sorsha] was another case where we probably met at least a hundred different actresses, and as soon as I met Joanne, I just felt she was going to be the one for the role.

"Jean Marsh [Queen Bavmorda], of course, is tremendous, and Patricia Hayes [Fin Raziel] is one of my favorites--the battle of the two sorceresses, which becomes just a punching, scratching kind of brawl, is one of my favorite sequences. And these women fought like that for two or three days straight in the rain! Jean is in wonderful condition; Patricia Hayes is probably 25 or 30 years her senior, but she dished out her share. Those two women were extraordinary in that fight sequence.

Despite the many marauding minions, dozens of duels and collections of climaxes, Howard always saw Willow as "a character story."

"It was fun working with Gavan [O'Herlihy, who portrays Airk, STARLOG #131], because we played brothers on Happy Days 12 or 14 years ago. I knew he was a good athlete, and he came in and read, he was wonderful. He worked with Bill Hobbs the fight arranger a little bit, and he rode a horse. He just had that quality, and I thought he could hold his own with Val, and he does, it's a very good performance."

Because the story is set in an entirely new fantasy world, another aspect of Willow's pre-production that demanded substantial work was its visual look. "The design phase of the project was something that we all concerned ourselves with. George, in particular, became very heavily involved in that phase, and I was thrilled to have him, he has such a tremendous imagination," the director says. "It was a good experience for me to participate in that, because there was a great deal of research; there was historical research, fantasy research-- going through and looking at what other fantasy designers have done in the past--and working with our own designers, Chris Achilleos and Moebius [COMICS SCENE QUARTERLY #3], coming up with character concepts.

"What we were trying to do is create a look that would seem completely grounded in its own reality, so the movie is very outdoorsy and extremely natural-looking. In a way, I've always wanted to try to approach it as a Western--just with these fantasy elements--so it would have that kind of rough, practical feeling. For the most part, I think that's what we were able to achieve, and hopefully people won't really think about the fantasy aspects very much at all. It'll just seem like an olden-days adventure."

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Filmed at Elstree Studios in England, on location in Wales and New Zealand, and with effects work in California, Willow, with its hundreds of FX shots and huge battle scenes represented a change of scale for Howard, whose previous films have been more conventionally-sized productions.

"Logistically, it's an effort," he says, "but there really isn't much difference between shooting a fight scene between 400 people and between four people--it really is just a question of scale. And patience, because everything takes longer. I was glad to have had the experience for that reason, because it's good to get it under my belt and know that it has been done before and can be done again."

But even with the movie's lavish scenario, focusing on the characters in the story was "extremely important" to the director. "I really viewed it as an epic on a secondary level," he says. "First and foremost, it is a character story, about some very unlikely heroes being emotionally involved in an issue, to the point where they're willing to risk their lives, and do something that neither one of them ever would have expected they could do."

During the movie's production, Howard's working relationship with Lucas became a close one. "I really respected his position on the movie, and invited his input, probably more than I have any other producer," Howard says. "And I'm generally very collaborative with producers, I like them to be involved, if we're seeing eye to eye. Willow was George's idea, and there was never any question that he was going to have a voice in the film, but likewise, he also made it very clear that I was the director and I needed to get what I wanted.

"It was good having George around, though. He understands that brand of heroism probably as well as anyone, so it was good to have him say, 'Well, gee, maybe if you take more time right there.'

Val Kilmer (left) "clearly lives up to one's expectations of a leading man," the director notes.

"He and I didn't have many disagreements. Mostly, I viewed him as a very important source of support, and a fountain of ideas, and very often I would start a sentence and he would finish it, or vice versa. So really, our sensibilities were very much in sync on the movie. There are always little sore points and sources of creative conflict, but they weren't fundamental. It was always just a matter of detail, or a totally new idea here and there, and one or the other of us would give in, or we would try it two different ways.

"George was going out of his way to almost force me to direct the movie. He didn't want to be roped into a pure collaboration, and I was bending over backwards to include him, I think, because it was his idea and a lot of his money. Also, I felt that I had some things to learn."

In specific areas of production, Lucas' filmmaking experience complemented, without overwhelming, Howard's view. "George has taken the lead in supervising the effects on a day-to-day basis. It's something that he has a great deal of experience with," the director says. "My involvement in the design of the effects on Willow has been as least as specific as it was with Cocoon, where the ILM guys tended to do much of it on their own. So, on Willow, I feel in some ways even more in touch, because George is constantly overseeing it and they really respond well to him."

The question of similarities between the stories of Willow and Star Wars is something of which Howard is well aware. "I would say that certain parallels are undeniable," he remarks. "But the interesting thing is that if you really look, as we did, at the parallels, they were fundamentally unavoidable. We certainly were aware of that, I mean, George wasn't trying to redo Star Wars, and I certainly didn't want that. But, there are certain values which were utilized in Star Wars that existed for thousands of years prior to that film, that we didn't want to turn our back on simply because George had had success with them in Star Wars. In a way, I think that could have watered down our effort very substantially. You know, you need bad guys, you need underdogs, and if you're doing a fantasy film, there's going to be some kind of supernatural philosophy.

David Steinberg (left) almost filled Warwick Davis' shoes. If casting had been different, Steinberg might have carried both the baby and the show.

"The basic philosphies in the movies are quite different, as a matter of fact. Star Wars really is more of a war story, and it's about rebellion and personal freedom. Willow is much more a story of compassion. The compassion that Willow has for this child who comes into his life is what leads him into this greater conflict. The compassion that Madmartigan feels for both the baby and Willow is what leads him into the conflict, not a sense of, 'There's something immoral going on here and I've got to stop it.' So, it's quite different in that way. I'm sure all these comparisons are going to be made, and some people will find it irritating, but the ideas were too strong to avoid."

In the Star Wars saga, the central confrontation is between a son and a father, but in Willow it is between a daughter and a mother. Is Willow perhaps an exploration of some of the feminine sides of the ideas expressed in Star Wars? "I think it is," the director says. "And maybe this is because George and I both have daughters, and Bob Dolman, the writer, writes women characters very well.

"So, it really is a story of nourishment through love, and compassion, and the importance of making that kind of commitment, and sticking with it. I don't want to make it sound too corny; I doubt that anyone coming out of the movie theater would tell you that. But, in the same way that I always felt that Splash was about love's imperfection and its overwhelming power, Willow is also about love, and about how it brings out the noblest side of those it touches."

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Looking back on Willow, Howard found particularly memorable "the Nelwyn village sequences--I loved that part of it. All the shooting in New Zealand was exciting, it was real rugged and very much like a Western and unlike anything I had ever done. I enjoyed that. And I would say, all in all, the effects work, because it was challenging and yet always workable and manageable. I learned a lot doing that."

Looking to the future, the 34-year-old director, who is married with four children, has his career firmly under control. "I'm co-chairman of a company, Imagine Films Entertainment, so through Imagine, I have several different things that I'm working on," he says. "Two of them are very family-oriented comedy dramas that I'm really enthusiastic about [and want to direct]. But not all the films at Imagine are films I would direct, and most I wouldn't. My partner Brian Grazer will produce some of them, and some of them will be produced by outsiders, and we'll just provide the financing for them. I expect we'll start three movies this year, and I may start one late in the year myself. I'm really excited about our prospects, and the way things are going."

Imagine produces TV shows, such as Ohara, as well as movies. "Bob Dolman is producing a show for us, called Poison, on Showtime," Howard notes, "and it looks like we're going to do another show on NBC called Channel 99, and we have other pilots."

Since several of Howard's movies have achieved box office success, it's not surprising that there have been sequels to them as well. But to what extent is the director of the originals involved?

In the case of Splash Too, Howard had been involved with the story but did not direct the TV movie (STARLOG #130). "Our company was involved, Brian and I were involved as sort of executive producers and consultants, but we didn't really own the show. It's really a Disney production, so it didn't make sense for me to invest that kind of time in it," he admits.

Similarly, Cocoon II: The Return is in the hands of producers Richard and Lili Zanuck. "I'm not involved in that at all, Howard confesses. "I'm part of the rooting section for the film. They're doing it, and so I would like to see it done well. They have a good script."

Willow II is a slightly different story. "George and I have joked around a little bit about that," Ron Howard says, "and certainly there are many different ways you could go with Willow. Whether I would want to undertake a project of this size again, I don't know. I would have to give it some serious thought.