Close Encounters of the Third Kind (1978)

For years prior to making Close Encounters of the Third Kind, Spielberg was fascinated by UFOs. As a teenager in Scottsdale, AZ, he made a 135-minute 8mm feature called Firelight. The $400 film paid homage to 1950s UFO flicks. Scientists witness strange lights in the Arizona skies revealed to be spaceships containing alien monsters abducting people and dogs.  His high school theater group (and his sisters) acted and the high school band played the score he composed. Before moving to California, Spielberg’s father rented a movie theater, limousine, searchlight, and sold concessions. Charging $1 a seat, Firelight became Steven’s first profitable film.

In 1970, Spielberg wrote a short story called, “Experiences,” inspired by witnessing a meteor shower as a kid. It concerned midwestern teenagers necking on Lovers Lane observing light shows appearing in the skyHe itched to make a UFO movie, but sci-fi wasn’t selling in those days. Spielberg contemplated making a documentary, interviewing people claiming abduction by UFOs but he preferred the narrative format.

Spielberg bounced a spaceship-landing-in-Hollywood idea off screenwriting friends Willard Huyck and Gloria Katz, but they dismissed it as silly and that sci-fi was unmarketable. Spielberg repackaged it as a political thriller inspired by the 1972 book, “The UFO Experience: A Scientific Inquiry”, by Northwestern University astronomer J. Allen Hynek. Hynek was a longtime consultant to the US Air Force about UFOs for Project Blue Book who resigned after feeling they systematically disregarded eyewitness accounts that couldn’t be explained. Inspired by Watergate, Spielberg’s plot involved an Air Force UFO debunker that discovers a widespread government coverup of alien existence on Earth.

Alan Ladd Jr., a friend, and executive at 20th Century Fox, liked Spielberg’s idea but advised he’d need clout to sell it. Before completing The Sugarland Express in 1973, Steven Spielberg became friends Michael and Julia Phillips, producers of another Zanuck/Brown film, The Sting.  As they had the clout he needed, he pitched his film idea, Watch the Skies, its title derived from the final lines of 1951’s The Thing from Another World.  After agreeing on terms, the Phillipses assigned the screenplay to Paul Schrader. Fox didn’t want Schrader, so they shopped to other studios, eventually landing at Columbia Pictures, while Spielberg went on to make Jaws in the interim.

Schrader based the Air Force UFO debunker, Paul Van Owen, on Hynek. He experiences a UFO, becomes a believer, then joins with a secret government organization of UFO devotees who fund his search for contact. He spends several decades looking for aliens before realizing that communication isn’t physical – it resides in his elevated consciousness.  It ends with Paul getting brain implants to psychically connect with the aliens, who land their spaceship to pick him up.

Schrader modeled Paul’s conversion to St. Paul, who persecuted Christians before becoming a follower. Initially retitled Kingdom Come, Schrader later landed on Close Encounters of the Third Kind, from Hynek’s classification system for close encounters (within 500 feet) with UFOs. The first kind was seeing a UFO. The second kind left physical evidence. The third kind observed UFO inhabitants.

Spielberg liked the Close Encounters title but not Schrader’s talky, embarrassingly ponderous script or its unsympathetic protagonist. Spielberg determined that a uniformed saint wasn’t as relatable as a Midwestern suburbanite. Schrader scoffed at a McDonalds-eating schlub representing the human race to interplanetary civilizations. They mutually determined that their visions didn’t mesh and Schrader moved on to Taxi Driver for the Phillips, while they hired screenwriter John Hill. Hill broke up aspects of Paul Van Owen into several characters and emphasized political thriller elements.

During downtime on Jaws, Spielberg brainstormed with production designer Joe Alves on ideas for Close Encounters. Spielberg envisioned a mountain finale, in homage to Fantasia‘s “Night on Bald Mountain.” He procured a book on western US mountains and Alves traveled to the top prospects, taking pictures. When Spielberg turned down the top candidates of Oregon’s Ship Rock and Monument Valley, Jaws screenwriter Carl Gottlieb recommended Devil’s Tower National Monument in Gillette, Wyoming.

Experiencing too many financial flops, Columbia market-researched the UFO concept and found little appetite. They budgeted $2.8 million – not nearly enough. Entering post-production on Jaws, Spielberg sought another project, an adaptation of William Brashler’s novel, “The Bingo Long Travelling All-Stars and Motor Kings,” written by The Sugarland Express‘s Hal Barwood and Matthew Robbins. After Jaws‘s production ran long, they hired John Badham instead.

When Jaws became the highest-grossing film of all time, the time was right to make his UFO film. Columbia eagerly gave whatever money he needed.

John Hill’s revision was too much Watergate and not enough UFO, so Spielberg decided to write the screenplay himself. However, he was more of an ideas man than a wordsmith, so the Phillipses brought in professional assistance. David Giler fixed plot elements. Barwood and Robbins introduced a child abduction subplot for their artist character a rationale to see things through. Jerry Belson rewrote the characterizations, specifically for Dreyfuss’s youthfulness, and spruced up the humor.

Spielberg wanted sole writing credit to avoid denial of authorship. Schrader withdrew from Writers Guild arbitration after Julia Phillips said nothing of his work remained in the current script, a move that eventually cost him millions in his profit percentage deal. He later felt misled after discovering several key plot and character elements remained: the spiritual parallels, use of colors to communicate, the protagonist creating something embedded in his mind, a governmental hoax clearing an area for a UFO landing, and the protagonist’s exodus into space.

Spielberg’s filmmaking philosophy matured. Instead of exciting audiences, he’d inspire them, leaving them (and himself) feeling good inside.  His prior films emphasized thrills, but now he’d seek discovery and wonder. UFO films often featured aliens shooting rayguns; Spielberg’s film was a sociological examination of humans discovering they aren’t alone in the universe.

Hynek wrote to the producers that their title was taken from a phrase he coined and he would have preferred being informed rather than learn it from a magazine. Spielberg called Hynek and hired him as a technical advisor making sure the story stayed plausible. Columbia bought rights to his book, and he was additionally granted an honorarium and a cameo.

Spielberg viewed Close Encounters as more science speculation than science fiction. Depictions came from first-hand accounts from people encountering UFOs. A Gallup poll revealed 11% of Americans claimed to witness a UFO, and 51% believe they exist. President Jimmy Carter had reported seeing UFOs on two separate occasions in the past.

Spielberg interviewed airline personnel, scientists, and others for UFO experiences.  The Armed Forces and NASA refused to cooperate claiming that UFOs are fiction, and Spielberg’s film encouraged government district. Spielberg noted that the eyewitnesses described aliens as benevolent beings, not monsters shooting radioactive death rays.

Spielberg is agnostic on whether extraterrestrials are monitoring Earth. He does believe there is other intelligent life out there, and that the government hides information from the public. His film would take the approach of opening the minds of people to the infinite possibilities of the universe.  We are not alone and his film would use the wealth of evidence and eyewitness accounts we have on hand to make the case the government has been denying.

He grew up in Cincinnati, two hours’ drive from Muncie, which he felt represented Middletown, USA.  It was important to show Midwest suburbia, where people were not new-age types who believed in cosmic occurrences.

Muncie didn’t want disruption from a Hollywood production so they’d shoot elsewhere. Due to the difficulties of Jaws, Spielberg wanted the biggest indoor facility available to control the environment. Joe Alves found a collection of dormant WWII dirigible hangars at a defunct Air Force base near Mobile, AL. In the largest hangar, four times larger than anything at MGM, they recreated Indiana at night. Another hangar housed smaller sets. Sweltering Alabama heat combined with powerful studio lights, requiring a massive air conditioning installation to endure.

Spielberg pursued Jack Nicholson and Steve McQueen to star. Nicholson wouldn’t take a back seat to the effects and McQueen declined because he couldn’t cry on cue.  Initially dismissed as too young, Dreyfuss lobbied for the role, convincing Spielberg he didn’t need a seasoned hero, the part should be childlike and an everyman to pursue his dreams and leave his family behind. However, he wanted a half-mil and 5% of the gross. Julia Phillips instead asked Gene Hackman, Dustin Hoffman, and Al Pacino but they declined. James Caan wanted double Dreyfuss’s fees. Phillips offered Dreyfuss the money, but no gross percentage. He said that was fair.

Dreyfuss stars as Muncie, Indiana electricity lineman, Roy Neary, one of many people in the world to experience a close encounter with a UFO.  Others experiencing the phenomenon exhibit the same odd behavior — radiation burns and an obsession with a mountainous shape. Roy’s obsession strains his relationship with his family, who think he is mentally ill. The eyewitnesses are compelled to converge at a location where the US military also plans for a close encounter of the third kind.

Amy Irving read for the part of Roy’s wife. At 22, she was too young for Roy, but not too young for Spielberg – a month later, they began dating, eventually moving in together. Spielberg spotted Teri Garr playing a housewife in a coffee commercial and felt she’d be perfect for Roy’s wife, over others like the intimidating Meryl Streep. Garr wanted to play Jillian role but Spielberg opted for stage actress Melinda Dillon, a last-minute hire recommended by director Hal Ashby. Dillon received an Oscar nomination for her performance.

Inspired by Hynek’s French colleague Jacques Vallee, Spielberg modeled Claude Lacombe after French director Francois Truffaut’s character in The Wild Child, Dr. Itard, a kindly doctor who must communicate with someone who doesn’t understand human language. Top-tier French actors were pricey, so he asked Truffaut himself to play the part. After reading the French-translated portions of the script, Truffaut gave conditional approval. He wanted his dialogue to remain in French and needed time to finish his screenplay to The Man Who Loved Women. Spielberg created Bob Balaban’s cartographer character to translate. The bilingual Balaban also served as Truffaut’s off-camera chaperone.

Truffaut had never acted for another director. He considered writing a book on acting so this offered immediate experience in a Hollywood production, though, unlike professional actors, he needed cue cards to deliver his lines. He took the approach of unquestionably doing whatever Spielberg asked or making directorial suggestions. He initially considered Spielberg’s directorial instincts as naive. After screening the film, he realized his skillfulness, especially in blending everyday life with fantasy.

Truffaut hated the disorganized production, publicly blaming Julia Phillips for incompetence and unprofessionalism. Phillips found Truffaut arrogant and deliberately obstructive, claiming he amused himself by pretending to be deaf in one ear and not understand English. Due to Julia’s drug issues, cost overruns, and disruptive behavior, Michael Phillips took over after Columbia banned her from the premises.

After hundreds of auditions, Spielberg selected four-year-old Cary Guffey for Barry. He earned the nickname of “One-Take Cary” because his first take was truest. Spielberg observed Guffey’s emotional triggers and manipulated his performance at the moment. Makeup artist Rob Westmoreland or himself dressed in various disguises, like the Easter Bunny, a clown, and a gorilla to get him to look surprised, curious, or scared. To get him to smile, Spielberg slowly unwrapped a present full of toys. To evoke tears for his final shot, Spielberg told Cary the movie was done and he’d never see any of them again.

Spielberg knew the production would take time, and other studios and TV networks would rush to make cheap knockoffs. To avoid dampening enthusiasm, the production was top secret. Security guards guarded the set, requiring photo IDs for access. Spielberg was briefly barred for forgetting his. Principal actors couldn’t publicly discuss the plot details.

In his Winnebago, Spielberg watched movies (especially 2001: A Space Odyssey) and cartoons that birthed fresh ideas. Spielberg borrowed Kubrick’s aesthetic from 2001, but not his nihilism, regarding other life in the universe as a positive and emotionally satisfying possibility. 2001′s Douglas Trumbull and his company Future General handled the effects after Spielberg and George Jenson designed the basic concepts.

Spielberg waivered on showing the Carlo Rambaldi-designed aliens before concluding audience anticipation necessitated their inclusion. Humans fear the unknown; seeing the aliens reduces their fearsomeness. Spielberg liked that Rambaldi did his work on time and under budget. He’d hire him again for ET.

Sugarland Express cinematographer Vilmos Zsigmond reunited with Spielberg but Columbia nixed his involvement for additional scenes exploring UFOs as a worldwide phenomenon. They hired William Fraker for Mojave desert and alien scenes and Douglas Slocombe for India.  Steven Poster, John Alonzo, and Laszlo Kovacs shot retakes.

Verna Fields, Jaws‘s editor who became VP at Universal Pictures was set to associate produce, but Spielberg felt she received too much credit for Jaws‘s success and didn’t want a repeat. Fields introduced Spielberg to Michael Kahn. Spielberg admired Kahn’s work, plus he was a fellow Eagle Scout. Kahn became Spielberg’s editor for every subsequent film but E.T.

Spielberg considered Close Encounters more challenging than Jaws due to its emotional themes. He emphasized music to connect with aliens rather than random beeps or squeaks because music connects humans of different languages and cultures. For the note sequence, John Williams suggested seven notes like, “When You Wish Upon a Star.” Spielberg wanted five – a mathematical communication, not a melody. Williams played hundreds of combinations before picking the right one. Spielberg liked that the last note raised as if expecting a response. The accompanying Zoltan Kodaly gestures used to teach kids music through hand signs by Lacombe is an homage to 19th Century Russian composer Scriabin, who attached color codes to music.

John Williams composed the Bernard Herrmann-esque score, saying it’s the closest to his personal compositional style in any film. Williams would lose the Oscar…to himself, for Star Wars. However, it won a Grammy for Best Score Soundtrack.

Alves’ first mothership design was a monolithic black wedge (a la 2001) that blocked all the stars in the sky. Spielberg changed this after seeing an oil refinery in Bombay with pipes and tubes blanketed by lights. After returning home, he did a handstand on the hood of his care, observing the lights of the San Fernando Valley upside down. The two combined ideas became the new mothership design.

Because Steven’s parents only permitted G-rated films, Walt Disney influenced him more than any other filmmaker. Spielberg wanted “When You Wish Upon a Star,” to open the film. “Makes no difference who you are,” was a key theme. He reconsidered, placing it at the end as the hero departs. However, an October preview in Dallas found the song confused viewers, some believing it meant everything was a dream.

One prominent film critic reviewed the preview cut, proclaiming Close Encounters a flop. Columbia’s stock plummeted. With bankruptcy looming, Columbia had Spielberg remove the song, along with 7.5 minutes of other material, while adding scenes to make Neary’s actions and Lacombe’s subplot easier to understand. The next preview elicited a much more positive response.

Columbia received pressure from nervous exhibitors to have limited engagements out in mid-November to build hype by its December release. Spielberg wasn’t happy because he wanted more time to complete the film to his satisfaction.

The $8 million budget ballooned to $20 million, a huge gamble for a studio on the brink. John Milius quipped that Close Encounters would either be the best Columbia picture or its last. It wasn’t its last. Riding the Star Wars thirst for sci-fi and a mass-marketing blitz, Close Encounters scored $114 million in the US and more internationally, for a grand total of $288 million. It earned eight Oscar nominations, including Spielberg’s first for Best Director, winning for Zsigmond’s cinematography, and a special achievement award for sound effects editing.

Some theologians saw Close Encounters as a quasi-religious tale about faith. People around the world share a belief system filled with symbols that point to something more. By traveling the road to redemption, it becomes their salvation. It’s a rapture metaphor, with illuminated people exhibiting a divine calling to ascend with benevolent beings into the great unknown.

Spielberg’s UFO odyssey is a cinematic spectacle worth the price of admission.  It has gorgeous special effects, beautiful music, passionate acting, and inspired direction.  Despite cutesy Spielberg-isms, this remains thoughtful and captivating fare for all ages.

Although technically marvelous, ultimately the film works because of the characterizations and their desire to solve mysteries in their own behavior.  Dreyfuss’s performance as a man plagued with newfound quirks provides the backbone to make this very fanciful premise soar. Teri Garr excels as Neary’s long-suffering wife hoping for her husband’s normalcy to return.  The child actors are believable, exhibiting natural curiosity to bizarre events within the story.  This was the first film for Spielberg that utilized child actors as main performers, but future efforts haven’t captured how children behave as well as this.

Close Encounters of the Third Kind proved Spielberg was no one-trick pony.  It was an ambitious effort that could have backfired in anyone else’s hands. It’s a thought-provoking, challenging, and vastly entertaining film for sci-fi junkies, and even for those that normally eschew UFO films.  The humanity of the story might take a backseat to the technical aspects, but this is as fine a lyrical take on the beauty of space and its seemingly magical possibilities as there has been since Kubrick’s 2001.

  • After its theatrical run, Spielberg asked Columbia for money to complete the film for rereleases. They approved $2 million for new scenes, including one showing the mothership’s interior. The 1980 Special Edition rerelease made $15.7 million. Spielberg recut the film again for a 1998 Collector’s Edition DVD, removing the mothership interior scene he felt didn’t work, rearranging and tightening others. Both revisions reinstate “When You Wish Upon a Star.”

Qwipster’s rating: A+

MPAA Rated: PG for some language
Running Time: 135 min. (original), 132 min. (special edition), 137 min. (collector’s edition DVD)


Cast: Richard Dreyfuss, Francois Truffaut, Teri Garr, Melinda Dillon, Cary Guffey, Bob Balaban
Director: Steven Spielberg
Screenplay: Steven Spielberg

Leave a Reply

Your email address will not be published. Required fields are marked *