SAN RAFAEL, Calif. - A wilted monolith of establishment politics. An entrenched ruling class fearful of change. And one man who stealthily rebels from within, turning the system on its head and bending it to his will.
George Lucas' story is the benign reverse image of the palace coup engineered by the foul emperor of his "Star Wars" epic.
The emperor perverted a tired republic into a fascist state bearing the imprint of his boot heel, standard "Richard III" stuff for which history buff Lucas had many role models to study from ancient to modern times.
Lucas' accomplishments marked a one-of-a-kind revolution. He sneaked into a Hollywood that no longer had the verve or nerve to make the weird, giddy, goofy Saturday matinees of his youth. He found a lone patron among fainthearted studio executives willing to pony up cash for what was essentially an Arthurian sword-in-the-stone fantasy in space.
Then he went off and made the most rip-roaring blast of cinematic fun audiences had ever seen as 1977's "Star Wars" became the biggest box-office sensation of its time.
Where dollar signs twinkle, studios follow, and Hollywood has been lumbering behind Lucas ever since.
Science fiction and special effects suddenly were back in vogue, and over the ensuing 28 years, Lucas and his visual wizards have led filmmaking into a new age of virtual reality that made possible such effects extravaganzas as "Jurassic Park," "Titanic" and "The Lord of the Rings" trilogy.
In the '70s, there was a "technological ceiling" over fantasy and science fiction films, even epics and period pieces, Lucas told The Associated Press in an interview at his sprawling Skywalker Ranch. "The tools weren't there," he said.
As television chipped away at theater business in the 1950s and '60s, studios folded up shop on the effects departments that helped create splashy historical adventures and otherworldly tales.
"It's like trying to paint pictures without brushes," Lucas said. "Hey, I brought the brush back and said, 'You know, there's a lot of things you can do with this thing. I think there's real power here.' And by bringing that back, I think that was the biggest effect.
"Because it allowed people to do all kinds of movies that were sort of restricted because they were too expensive. That's not to say special-effects movies aren't expensive, but they're much less expensive than if you tried to do it in the old-fashioned way and have 10,000 people out in the middle of the desert with catering cars and all the things you'd have to have."
Lucas - who turns 61 Saturday, just days before the May 19 debut of "Star Wars: Episode III - Revenge of the Sith," the final chapter in his six-film saga - never set out to be a Hollywood pioneer, a sci-fi maven or even a populist filmmaker.
A star pupil at the University of Southern California film school in the 1960s, Lucas adapted a short student flick he made into his feature debut with 1971's "THX 1138," the first film from buddy Francis Ford Coppola's American Zoetrope outfit, a failed experiment meant to give young industry lions the freedom to make movies their way.
Starring Robert Duvall in a dark satire on consumerism and dehumanization, "THX 1138" baffled distributor Warner Bros., which dumped the abstract sci-fi drama into theaters. The film has gained cult status over the decades, largely because of Lucas' subsequent fame, but at the time, hardly anyone saw it.
Coppola challenged Lucas to try something light, so he followed with a comic drama based on his car-cruising days in the '50s and '60s.
With its ensemble cast and episodic story structure, "American Graffiti" was another puzzler for Hollywood. Yet its killer soundtrack, nostalgia factor and the appeal of such young stars as Richard Dreyfuss and Ron Howard caught the fancy of moviegoers, who turned it into a box-office smash.
Always figuring he would specialize in documentaries and strange art films, Lucas found himself with a narrow window of clout among Hollywood bankers. He decided to take one stab at a grand soundstage production with big sets and visuals while he had the chance.
Impressed with Lucas' youthful drive and his work on "American Graffiti," 20th Century Fox studio boss Alan Ladd Jr. decided to back the filmmaker's space opera about a farmboy named Luke Skywalker, a plucky princess named Leia, and a roguish pilot named Han Solo as they battled an evil galactic empire and black-cloaked villain Darth Vader.
"Star Wars" shot past Lucas pal Steven Spielberg's "Jaws" to become the colossus of the modern blockbuster era the two men helped usher in. Counting rereleases that include the 1997 special-edition version with added footage and effects, "Star Wars" still stands at No. 2 behind "Titanic" on the domestic box-office charts with $461 million.
Lucas said he originally envisioned a bigger story arc that revealed Luke Skywalker and Princess Leia to be the children of Darth Vader, who finds redemption in his last moments of life through the good heart of his son.
He scaled "Star Wars" back to tell only the first chapter of that chronicle. After the film succeeded beyond anyone's expectations, Lucas followed with "The Empire Strikes Back" and "Return of the Jedi."
In a stroke of blind fortune that now looks like the savviest business decision in Hollywood history, Lucas retained ownership of the films and merchandising.
Lucas was getting paid next to nothing upfront and had to beg 20th Century Fox for more money to get the special effects close to what he had imagined. Ownership of the franchise was a bone the studio tossed him, and Lucas figured he would use it to make T-shirts and posters to promote the movie.
At the time, sequel and merchandise rights were about as valuable as a bucket of sand on the desert planet Tatooine, but the combined bonanza from films, toys and other "Star Wars" products has made Lucas one of the richest men in show business.
"He would be the first to tell you, he had no idea," said Rick McCallum, Lucas' producing partner since TV's "The Young Indiana Jones Chronicles" in the early 1990s. "When you're getting nothing, you'll take anything... He knew there were sci-fi exhibitions out there that 5,000 kids would go to, so the idea was to go to anything that had to do with science where people would lend themselves to science fiction, and he could sell them T-shirts."
The "Star Wars" movies allowed Lucas to build an empire that includes the visual-effects house Industrial Light & Magic and Skywalker Sound, which have driven moviemaking into the digital era. Lucas' THX system has become a gold standard for theater and home-entertainment audio.
Even Pixar Animation, the company behind the "Toy Story" movies, "Finding Nemo" and "The Incredibles," was a Lucas offshoot he sold in the mid-1980s.
Spielberg and Lucas teamed with "Star Wars" co-star Harrison Ford for the swashbuckling "Indiana Jones" movies, the fourth installment of which they hope to begin shooting in 2006.
After Industrial Light & Magic's breakthrough with realistic digital dinosaurs on Spielberg's "Jurassic Park," Lucas realized computer animation would allow him to tweak his three "Star Wars" movies, adding scenes, effects and creatures impossible to produce in the '70s and '80s.
The special-edition releases helped persuade Lucas to go back and tell the backstory of how headstrong youth Anakin Skywalker transformed into malignant monster Darth Vader.
Episodes I and II, "The Phantom Menace" and "Attack of the Clones," were hits, but they disappointed many fans who wanted to see a full-blown Vader from the outset. Instead, Lucas followed Anakin from precocious boyhood through his awkward teen years and a forbidden romance.
"Revenge of the Sith" finally takes Anakin to the dark side as Vader, whose fear of losing the love of his life leads him into a bloodbath against the Jedi knights who raised him.
Lucas is braced for fresh complaints about the final film, expecting many viewers to gripe that it's too dark, the ending too bleak.
"Half the people like the movies, the other half don't. There's nothing I can do about that," Lucas said. "Nobody is indifferent about them. Even the reviews, we get fantastic reviews or horrible reviews. There's no middle ground. Nobody's saying, 'They're OK, I guess.'
"You can't really worry about it. I make the movie I feel I want to make, telling the story I want to tell, and how it gets received is how it gets received. At least it's my fault. It's totally mine. I don't have to have any excuses about it. I don't have to say, 'The studio made me do this,' or 'I know that was wrong, but I had to do it.' Whatever people don't like or they do like is my fault."
Millions of fans would love a third trilogy picking up after "Return of the Jedi," but Lucas said he has no story in mind and no intention of continuing the tale on the big screen.
The adventure will live on in an animated TV show and a live-action series Lucas has planned, set among minor characters from the films in the 20 years or so between the action of "Revenge of the Sith" and the original "Star Wars."
Lucas also hopes to release three-dimensional versions of all six movies in theaters starting a couple of years down the road. The 3-D editions would be created using new digital technology that adds depth perspective to two-dimensional film images.
Other than the new "Indiana Jones," the creator himself said he is done with big film productions. Lucas plans to go off and make the sort of artsy little films he would have been making all along if "Star Wars" had not taken off.
With money set aside to cover those film projects into his 70s, Lucas said he can do whatever he wants without worrying if his movies succeed or fail, toiling in comparative obscurity and happy to be free of "Star Wars."
"The analogy I can use is, it's like going away to college," Lucas said. "It's great to get out of the house. You miss your parents a little bit, but you get to see them at Thanksgiving. But it's great to be in college, great to be on your own. It's great to have a new life."