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Pre-Production’s Quest


With the ink on the contracts still wet, Gary Goddard got down to work. The script provided by David Odell was seen as a good starting place, but not exactly the Masters of the Universe story the new director wanted to tell.

In an effort to keep production costs down and ensure relevant point-of-view characters for the audience, Odell’s script took place almost entirely on Earth. Kevin and Julie, a sweet high school couple, were part of the story from day one. As Goddard remembers that early draft, the script opened “with a very beat-up, bedraggled He-Man pounding on the back door of Julie’s house and her finding this guy who’s a strange heroic warrior.”1

What proceeded was a fish out of water story with He-Man, Teela, and Man-At-Arms stuck on earth. There were several ridiculous interactions with the locals, including brushes with a trigger-happy police officer and some angry bikers.2 It had the makings of a fun, economical romp, but it was not in line with the epic fantasy tale Goddard had pitched to the producer, Ed Pressman.

Instead, Goddard wanted to make a live-action comic book, something with super-powerful heroes and tortured, maniacal villains, with a struggle reaching across worlds for the fate of the universe itself. To accomplish this sense of epic scale, he began pushing for the planet Eternia to play a bigger role. An alien planet offered up so much more storytelling potential, especially one as full of magic and futuristic technology as Eternia.

While setting the entire film on an alien world would be impossible for Masters’ set budget of $17 million, Goddard said, “I felt we needed to see Eternia…. I said without something like this, how do we give a sense that Eternia is real, and how do we make this more than a bunch of costumed characters running around on Earth?”3

The producers were convinced and the script was revised. The story was now bookended by two sequences on Eternia to establish the grand, cosmic scope and be resolved in a battle unlike anything on earth. Cannon hired young screenwriter Stephen Tolkin to revise Goddard’s new draft and smooth out the differences between it and the Odell version they’d signed off on. Despite the many changes by Tolkin and Goddard, neither were listed as writers in the final credits. The script would go through many more revisions throughout preproduction, and even afterwards, but Goddard was now convinced the film was on the right path.

The next step was finding the right crew available to bring this vision to life. “I tried to bring the best to the project,” the director said. “It wasn’t easy, as this was a Cannon film and budgets were tight.”4

Richard Edlund, who had won Academy Awards for his work on the Star Wars films, had recently left Industrial Light and Magic to form his own effects company, Boss Film Corp. Goddard quickly scooped him and his crew up to handle the special effects for Masters. The young company signed on during an early draft of the script which called for a modest number of SFX shots. Their workload would be increased as production rolled on.

Another early addition to the crew was Ralph McQuarrie, a cinematic sci-fi designer made legendary by his contributions to the Star Wars franchise. In 1975, he had illustrated the first scenes from George Lucas’s space opera to sell the project to Hollywood producers, making him responsible for the iconic designs of characters like Darth Vader, C-3PO, and Chewbacca. McQuarrie’s time on Masters of the Universe was brief, but he did provide the designs for the sleek and faceless Air Centurion costume. His illustrations for characters like He-Man and Teela were deemed too faithful to the toys to be practical in live action, and most of his stunningly intricate sci-fi vehicles were outside of their budgetary possibilities. Still, McQuarrie left his mark on the production.

Goddard also sought the involvement of John De Cuir. De Cuir was Hollywood design royalty by the mid–’80s, after having won Academy Awards for classics like The King and I and Cleopatra and was still working on then-recent films like 1984’s Ghostbusters. As a set designer, he was instrumental in the first stages of Masters.

Another Academy Award winner brought onboard was editor Anne Coates. She had won in 1963 for Lawrence of Arabia, and had since been nominated twice more, for Becket (1963) and The Elephant Man (1980). Coates would be instrumental in the latter phases of production to bring the film together as a whole.

Not all appointments worked out perfectly, though. The first director of photography would eventually be replaced early in filming, and the first production designer was also not working out. Geoffrey Kirkland, fresh off of successful films like War Games (1983) and The Right Stuff (1983), did not share Goddard’s design sensibilities. While the director wanted a sci-fi, comic book vision, the dry, British Kirkland brought a more “intellectual” interpretation.

As Goddard remembers it: “I said, ‘You know, I don’t think you’re really getting this.’ And he said, ‘Well I hate this f---ing stuff.’”5

Kirkland left the project and recommended his replacement be William Stout, the film’s storyboard artist. Stout had gotten his start on Tarzan of the Apes newspaper comic strips and bootleg album covers. From there he progressed to Hollywood, where he filled a number of design jobs. He provided concept art for films like Buck Rogers in the 25th Century (1979), drew storyboards for Raiders of the Lost Ark (1981), and served as production designer for The Return of the Living Dead (1985).

Stout was also already a regular to Cannon Films, having just finished working on their remake of Invaders from Mars (1986). He had already pitched some designs for Eternian sets and costumes which had gone over well with Goddard.

Stout was also uniquely qualified for the job based on his friendship with Don Glut, the man Mattel had originally hired to flesh out the world of their Masters of the Universe toy line. He was familiar with the concepts and stories of each character, though he had never seen the TV series. As such, his take on these characters could be trusted to be authentic but not overly devout to the previous incarnation.


One of several design illustrations for the look of the cinematic Castle Grayskull completed by production designer William Stout. (Courtesy William Stout.)


In Stout, Goddard found someone who envisioned Eternia the same way he did. “Gary and I shared the same vision,” Stout said. “Because of our mutual interests (like Jack Kirby comics, for example) we communicated in a very fast shorthand that each of us understood. That made everything we did work much faster and easier.”6

The works of Kirby, the famous comic book artist, influenced much of the production. While the studio didn’t allow Goddard to hire him as a conceptual artist, and ultimately removed a “thank you” for him in the final credits, he and Stout often looked to his artistic style for inspiration. Jack “the King” Kirby is best known for his collaboration with writer Stan Lee to create Marvel Comics superheroes like the Avengers and the Uncanny X-Men. The filmmakers found their creative bearing in the characters and stories Kirby was famous for: Skeletor would be an obsessive, tragic despot in the style of Dr. Doom; He-Man would be the blond, noble, super-powerful type like Thor; and their battles would span all time and space, like those of the Fantastic Four.

After the film’s release, more Kirby parallels were noted by comic book creator John Byrne. Much of Masters, he reported to Comic Book News, echoed Kirby’s “Fourth World” stories for DC Comics. His characters in comics like New Gods traveled through “boom tubes,” which are similar to the portals the film’s Cosmic Key would open, The Sorceress was similar to Kirby’s character The Highfather, Skeletor resembled the evil Darkseid, and so on. Goddard would reply to Byrne’s assertion, and his letter confirming the film’s homages was printed in the back matter of an issue of Byrne’s Next Men series.7

As Goddard continued to revise the script, the designers were hard at work finding the correct vision for Eternia. To do so, William Stout recruited more talent from the world of comic books, namely Jean Giraud, the French artist known as Moebius. Renowned for his paintings and comics like Blueberry, Moebius had relocated to Southern California to provide design work for Hollywood movies like Alien and Tron. Stout, a former comic book artist, had met him at a party at cartoonist Sergio Aragonés’ home years before and the two had remained close friends.

Moebius was hired and assigned to some of the more difficult-to-realize concepts. Many designs from the toys and cartoon, like animal themed vehicles and often skimpy costumes, could not be readily adapted into the new medium. There was a lot of work left to do.

However, Cannon Films kept the designers from getting too carried away. As costs began to be tallied, many of the sequences set on Eternia were forced to be cut. There was no room in the budget to fully realize Goddard’s vision of Skeletor’s lair on Snake Mountain, or the Eternian palace and capital city. The director had to scramble to find a way to bring this alien world to life while not being able to show much of it.

“I convinced them to build ONE BIG SET that would stand for Eternia, and OPEN there and CLOSE there,” he said, “some 30 minutes or more would be shot on that set and give the film some sense of size and scope.”8 This workaround would be the throne room of Eternia. It was moved from the royal palace to Castle Grayskull itself to better condense the story.

Grayskull would still need to be shown from the outside, though. Its finalized design would be incorporated as matte painting, and shown only once, so no other sets or models would be required. A glimpse of Eternia could be permitted, but no cities could be shown or additional sets built. The script still contained a quick action scene as He-Man fights Skeletor’s troopers outside of the castle. Despite location scouting for earthbound places that looks otherworldly, such as caverns in Iceland,9 the budget won out again. Goddard was disappointed with the end result: the Vasquez Rocks, a spot just north of Los Angeles. The broad, jagged rock formations would be recognizable to most filmgoers after being featured in Star Trek, The Twilight Zone, and many, many other productions.

With one recognizable location, and most of the film taking place in actual suburban California, the design crew doubled down on the throne room set and Eternian characters. They could still make Masters of the Universe the unique live-action comic book they’d dreamed of.

Throughout preproduction, the Mattel executives supported Goddard and encouraged his crew’s creativity. After the liberties taken by Filmation ended up benefiting the toy line, they had learned to welcome some originality. There were, however, several hard and fast rules. Chiefly: He-Man could not kill. He couldn’t even treat anyone badly.

The director argued that the audience’s expectations were different for live-action. He reminded the executives that he was hired to make an action movie, and encouraged them to view other recent successful ’80s action movies, like The Terminator: “I said, ‘You know this is a live-action movie, and he’s the hero and he has to “kill” people and generally be a bit of a bad-ass.’”10 Mattel, the makers of children’s toys, was unconvinced.

A compromise was reached: Skeletor’s troopers would be clad in armor from head to toe, giving them a robotic appearance, but whether they were alive or not would never be disclosed on camera. The extent of He-Man’s violence would be left to the discretion of each individual viewer. This also meant our hero could smash, slash, and blast his way through as many of them as the filmmakers wanted him to. And, because they might be robots, there would be no blood.

Keeping things bloodless was a core concern of Mattel’s. This is best expressed by a page from Goddard’s draft of the script included in Dark Horse Books’ 2015 hardcover The Art of He-Man and the Masters of the Universe. In the scene it depicts, Skeletor is sending his minions through a portal to Earth, where He-Man and his companions have fled to. “Kill the refugees from Eternia and bring me their heads,” the super-villain is commanding. This line of dialogue is singled out, and in the margins, a Mattel representative has scribbled, “No killing! No heads!” and then suggested the alternative dialogue of “‘Eliminate He-Man and his allies…’”

Further down the page, the script calls for Skeletor to pluck a severed head from a pike beside him and feed it to a monster called an “Oggor.” This section is circled and marked with a simple “NO!”11

Mattel stayed protective of their characters and their depictions, especially of their fates. In a scene succeeding the one described above, Skeletor was to punish his henchmen for failing on their mission to Earth. He would pick one cowering villain to be made an example of, and disintegrate him with an “energizing dissolve” effect. It would be a pivotal moment for Skeletor as a character, displaying just how ruthless, unforgiving, and terrifying a nemesis he really is. It would also boost the body count, killing off an actual character in an child-friendly, bloodless fashion.

Goddard had selected Beast Man for sacrifice, but again, Mattel stepped in. As he appeared regularly on the Filmation cartoon and was one of the original Masters of the Universe figures, the company declared him too important to the franchise to be killed off. Frustrated with so many “safe” characters, the filmmakers decided to create some of their own. Instead of dealing with the hassles of adapting everyone into the new medium from the realm of plastic, their new characters could be designed for the screen first. Mattel, who was looking to tie their next wave of He-Man figures to the film, agreed. One of the new characters, the reptilian mercenary Saurod, would be the henchman eradicated by Skeletor. And he even got an action figure made in his honor.

Other characters were added, replaced, or removed out of a different kind of necessity. Almost immediately, the film’s budget and the available technology of the time made certain fan-favorite aspects of the Masters of the Universe mythos off-limits.

Battle Cat was the first to go. As Goddard likes to remind fans, “these were the pre-digital days of film making”12 and realizing such a character through purely practical means was virtually impossible. The only options would be to bring in a real lion and attempt to dye its fur to match the toy, or use stop-motion technology. If the filmmakers could get Battle Cat to show up, the budget ensured it would be for a very brief cameo. The crew had little faith the stop-motion would look good, or the character’s appearance would do anything besides stand out like a sore thumb. He was quickly dropped.

As Masters’ sequences on Eternia were streamlined, many other regular characters were left out. With no palace seen, or even mentioned, King Randor and Queen Marlena disappeared. With no Battle Cat, there was no call for his secret identity from the Filmation cartoons, Cringer. There was also no more Prince Adam for He-Man to transform into.

Many fans have speculated that these changes meant Masters of the Universe intentionally ignored the He-Man and the Masters of the Universe series, and the filmmakers based it entirely on the toy line and early minicomics, where there was no Prince Adam identity. Goddard and the crew, however, say this is a result of the film’s action-packed plotline. With Eternia at war, there was no call for He-Man to transform back into Adam. The planet’s royalty were likely in hiding, and not all characters, like Battle Cat, were there when our heroes made their trip to Earth. By not addressing the characters or concepts at all, the director had “left it open for a sequel to bring them all into the story.”13

The most noticeable absence from the film was Orko, the fan-favorite comic relief from the Filmation cartoons. He had become a major character to the franchise, joining Prince Adam and King Randor as characters appearing first in the cartoon and then becoming an action figure, instead of vice versa. Early on, it was decided Orko would be impossible to translate based on his appearance alone.

The character, who was only a few feet tall and fully covered in his robes and giant hat, could be achieved through puppetry, but he would require wires to float and electronics to move. There would need to be a voice actor, and the difficulty of having the live actors interacting with the prop. Of these potential difficulties, Goddard said, “I made the conscious decision to not saddle myself with those things. Because I think a film is only as good as its weakest element, its Achilles heel. And I just knew that an Orko character hanging on wires, it would have been a nightmare.”14

Instead of dropping the character altogether, as the production had done with Battle Cat and the others, they devised a stand-in. “I created Gwildor to provide an Orko-like comedy relief character, but one that would not need to be on wires in every scene,” Goddard said.15 Gwildor was another short, funny, robed character, but one who did not have expensive-to-realize magical powers.

Though he would fit the part of the funny character, he was also more pivotal to the plot. Gwildor, a member of a dwarfish race called Thenorians, would be a master locksmith and inventor. His creation, the Cosmic Key, would set the plot in motion and serve as the film’s MacGuffin; the Key allows Skeletor to control of Castle Grayskull, and it is responsible for the heroes’ trips to and from Earth.

The inclusion of Gwildor also let the film echo the standard formula of the cartoon series. The common inciting incident of He-Man and the Masters of the Universe episodes was He-Man and the other heroes encountering a new character or a new object of power. Then, He-Man and Skeletor would fight over this new element to decide if it would be used for good or evil. In Masters, Gwildor and his Cosmic Key filled in those spots nicely.

As the script went through revisions, designers like William Stout began butting heads with Mattel. “They didn’t want me to change a thing in regards to any of their characters, which was ridiculous,” Stout said.16 The toymakers wanted to keep their trademark characters as recognizable as possible, and the filmmakers wanted adaptations that would look more natural on the big screen. But the toymakers were the ones writing the checks.

The look of He-Man quickly emerged as the most difficult challenge. Several designers and concept artists, including Ralph McQuarrie, gave their interpretations of the character, but nothing was able to strike the balance between Goddard’s vision and Mattel’s demands.

Stout handed the project off to his friend Moebius in the hopes of getting something completely unique. He was not disappointed. The illustrations returned from the French cartoonist took the director’s “He-Man at war” concept to the next level. The character’s signature bits of armor, his wrist gauntlets and boots, appeared homespun and nearly haphazard. Moebius theorized the armor was made by He-Man himself, from bits of wreckage he’d salvaged from the battlefield. Though Mattel vetoed most of the innovations, Stout has called the costume that made it on-screen a watered-down version of what Moebius submitted.

While he constantly fought the toy company for more updated and practical designs for characters, Goddard’s main concern with the toy-accurate He-Man costumes Mattel was pushing for was the amount of bare skin that would be left exposed on Dolph Lundgren. In the compromise worked out based on the Moebius design though, the director said: “They allowed me to add the shoulder epaulets and straps, and the cape, along with the knee level boots, which at least put SOME clothing on him and which gave him a more rounded look.”17


Big screen He-Man, as envisioned by designers Moebius and William Stout. (Courtesy William Stout.)


The finished He-Man costume design was accepted by the crew but not by the star. In a 2010 interview, William Stout recalled an incident during the fitting. Lundgren was rejecting the knee-high boots and telling costume designer Julie Weiss he’d only wear the smaller kickboxing boots he’d brought along. Stout was called in. “I told him they looked terrific,” he said, “except for the fact that they made him look rather effeminate.” Immediately, Lundgren changed his mind. “The boots were never an issue again.”18

Gary Goddard had some reservations about Mattel’s choice for He-Man, as well. Even as he recognized the buzz surrounding Lundgren and agreed he matched the image of the character perfectly, he expressed concerns over the thickness of the actor’s Swedish accent. In addition, it had become very evident that Masters would only be Lundgren’s second real role. He would be learning a lot throughout the production, and he would lean on what he’d picked up from Sylvester Stallone, whom Goddard speculated the young actor was emulating.

Despite rumors of a tension between the two, Goddard has said, “Dolph looks the part and he gave it his all.”19 He worked with an acting coach and dialogue coach throughout the film’s short preproduction, along with the weight lifting and health regiments, and his work with stunt and fight coordinators. To this day, the director will be the first to praise Lundgren’s work ethic. He’s also been very forthcoming about his meeting with the producers about hiring a voice actor to dub the star’s lines.

Citing Lundgren’s accent as too difficult for audiences and a likely distraction, Goddard pushed for the live-action He-Man to speak more clearly. Even as the Mattel executives objected, the filmmaker sought out voice actors to prove his point. “We found an actor that could’ve dubbed him and it was a perfect match,” Goddard recalled. “I think the film would have been better had I been allowed to dub him, but Cannon said no. ‘We paid for Dolph Lundgren and we want his voice.’”20

The actor’s contract also specified he was allowed three attempts to record his own lines. On that third take, the producers decided Lundgren’s accent was clear enough for American audiences.

Though Goddard still harbored doubts, the film’s choice for He-Man proved to be ironclad. Next, he turned his attention to the rest of the cast.

For He-Man’s rival, the villainous Skeletor, the director had found his perfect actor in Frank Langella. The New York stage actor specialized in Broadway fare but was already no stranger to the big screen. In 1970, his first film role in Diary of a Mad Housewife won him an award from the National Board of Review, and garnered another nomination for New Star of the Year at the Golden Globes.

Langella’s career bounced back and forth between stage and screen. He won his first Tony Award in 1975 before taking on the role of Count Dracula on Broadway and then its 1979 film adaptation. His turn as the Count became the best known role in his early career in both mediums; the live show earned him another Tony nomination, and the film netted him a Saturn Award nomination for Best Actor.

When the mid–’80s came around, Frank Langella had won another Tony and cemented himself as a respected character actor on TV, film, and the stage. “I had seen Frank in the Broadway production of Amadeus and I never forgot it,” Goddard said.21 With an inexperienced actor in the lead and a production lacking credibility in the eyes of the industry, Langella was exactly the kind of actor the director needed. The filmmakers never had any doubt he’d be able to act through the mask or makeup a character like Skeletor required. And so the first-time director approached the venerated stage actor to play a super-villain in a movie based on an action figure.

“I didn’t even blink,” Langella has since said. “I couldn’t wait to play him.”22

The actor had been made well aware of the franchise by his four-year-old son, whom Langella said would run around the house with a plastic Power Sword yelling, “I have the power!” The boy’s favorite character, as luck would have it, was Skeletor.

Once he’d signed, Goddard began working surreptitiously behind the scenes to congeal the story around the villain. More of the story’s focus was devoted to Skeletor, to give Langella more time on camera. The director trusted him to carry more emotional weight than the untested Lundgren. Skeletor’s entrance into Grayskull was moved to the front of the film, replacing a brief scene in the script where a wounded Eternian solider looks up from the battlefield to see the villain’s ship flying overhead, toward the castle. By allowing the villain to deliver the important exposition, Lundgren was now left to shine in the action scenes instead. Opening on Skeletor’s victory march, along with the many cutaways to him while He-Man is on Earth, even seemed to make the characters more dynamic character in the final cut.

Langella was also kept fully involved with the creative decisions surrounding his character. He worked with William Stout’s costume designers to find a cape that would flow just right for his melodramatic movements, and his skull-like facial prosthetics went through several revisions until they found one that would work best for the actor’s expressions. His input to the character was deemed “invaluable” by Stout.

Goddard also worked with him to rewrite the character’s dialogue. Given Langella’s talent and stage experience, Skeletor became a tragic villain in the classical sense, one consumed by his desire to rule the universe as much as much as by his need to defeat He-Man. His Skeletor would roar Shakespeare-esque monologues, like “I must possess all or I possess nothing,” alongside actual quotes from the Bard.


The look of the live-action Skeletor, as agreed upon by director Goddard, actor Langella, and the folks at Mattel. (Courtesy William Stout.)


Langella’s Skeletor would be complimented by the casting of Meg Foster as Evil-Lyn. Foster had first turned heads in the 1979 TV miniseries adaptation of The Scarlet Letter, and again in Ticket to Heaven, a Canadian drama about cult indoctrination which was ranked one of the top ten films of 1981 by the National Board of Review of Motion Pictures. Her take of Evil-Lyn was the devoted, then spurned right-hand woman, and her naturally ice-blue eyes made her transition into a supernatural character seamless. The bizarre psycho-sexual tension between her and Langella, provide some of the filmmakers’ favorite moments in Masters of the Universe. According to Goddard, the two on screen together provides “the real moments of power and real emotion” in the film.23

Goddard also looked for an experienced, dependable actor to play alongside Lundgren as a hero. He found this in Jon Cypher, a TV actor who typically played roles as doctors, policemen, and other authority figures. He was best known to audiences in the 1980s as Fletcher Daniels, the chief of police on the long-running Hill Street Blues. The director approached him to play Duncan, Man-At-Arms to the Eternian Royal Guard.

Cypher signed on, though he was shooting the final season of Hill Street Blues at the time and that led to a hectic schedule. He expressed some concern to the director that the part seemed thin in the script he was given, and Goddard promised to expand the role and make the character more three-dimensional. As the actor remembers it, “Gary was true to his word and, in fact, I actually rewrote one of the scenes and Gary liked it and added it on the very day I brought it in.”24

Unlike Langella, Cypher was no fan of the franchise and didn’t do much research. This seems to work in his advantage, though; his Man-At-Arms is earnest and earthy, very flesh-and-blood compared to alien mercenaries and robot soldiers. That extra bit of humanity made all the difference in the fantasy film.

Casting began for the role of his daughter, Teela. Goddard and his casting director, Vicky Thomas, put out the call but struggled to find the right, effortless fit for the character. “I must have seen a hundred different women for Teela,” he said, “and what I wanted to know was could they act and could they hold a sword? Could they hold a blaster and not look out of place? And by the way, we had no time, there was no time for training on this film. This was a Cannon film.”25

As he grew frustrated with the process, the director remembered Chelsea Field. The former Solid Gold dancer was attempting to break into acting, and Goddard had been impressed with her physicality when she auditioned for his live Conan show at Universal Studios. He had Thomas call her in for an audition. And then another. And then another.

Field speculated she had returned ten different times, reading for the part and tumbling over sofas with her pretend laser gun for producers. Only later did it occur to her why she had to jump through so many figurative and imaginary hoops for the role: Goddard was still trying to convince the producers about her. As she explained, “back then, going from being a professional dancer into acting was so, so difficult. The perception was that dancers made terrible actors.”26 So she returned again and again, swinging her make-believe swords until Goddard was able to offer her the part.


The redesigned costumes for Man-At-Arms and his daughter Teela, who would be portrayed by Jon Cypher and Chelsea Field, respectively. (Courtesy William Stout.)


In the script, the part of the Sorceress was minor. Already captured by Skeletor before the film began, she would have little screen time. Her presence, however, would be felt throughout the story, as our Eternian characters constantly speak about her or swear by her. Goddard’s production needed someone stately enough to deserve such reverence.

They found their Sorceress of Grayskull in English-born character actress Christina Pickles. She got her start in the early ’70s, holding down lengthy runs on soap operas Guiding Light and Another World, along with bit parts in forgettable TV movies or horror dreck like Oliver Stone’s Seizure (1974). In 1982, she began her role as Helen Rosenthal on the hospital drama St. Elsewhere. Pickles’ compassion and dignified poise came through in the character, earning her Primetime Emmy nominations for Outstanding Supporting Actress in a Drama Series in 1983, 1985, and 1986 before her casting in Masters of the Universe. The TV series was still going strong during the production of the film.

For the two human “point of view” characters the producers felt Masters required, the filmmakers looked for youthful actors who could exude the right kind of all-American wholesomeness.

The first was Robert Duncan McNeill, an up-and-coming graduate of Julliard. McNeill had already appeared on the daytime soap opera All My Children and in a West German TV movie by the time he auditioned. He was deemed a worthy fit for Kevin Corrigan, the Earthling character who carried much of the movie’s emotional weight.

To play Kevin’s girlfriend, Vicky Thomas suggested Courtney Cox. Goddard was unimpressed with the young actress’ first audition, thinking that, in her makeup and mature outfit, she would appear too old for the part. Thomas convinced the director to give her another shot, and told Cox to return with no makeup, in a simple pair of blue jeans, and to just be herself. The second interview convinced Goddard that Cox would make the perfect sweet, vulnerable teenager for his movie.27

Contrary to popular belief, Masters of the Universe would not be Courtney Cox’s first acting role after her appearance in the music video for Bruce Springsteen’s “Dancing in the Dark.” The video was released in 1984, some three years before Masters would be released, but she was still known as “The Girl from the Springsteen Video” at that point. In the meantime, Cox had made appearances in TV movies and guest spots on shows like The Love Boat and Murder, She Wrote. She was a regular cast member on another show, the very short-lived superhero comedy-adventure series Misfits of Science (1985).

Her first film role, though in a much smaller capacity, was released just months before Masters. Albert Pyun’s Down Twisted, another Cannon film, claimed the honor of the actress’ first big screen appearance. However, the low budget crime thriller received overwhelmingly negative reviews in its brief theatrical run and was not released on home video for several more years. Masters of the Universe would be her first major role, and her first widely released movie.

The last key human role was that of Detective Lubic, the stern and skeptical policeman the Eternians encountered on Earth. It would be a part requiring an overbearing demeanor and comic timing, as the character is continually thwarted and befuddled. As such, the casting of James Tolkan was absolutely spot-on.

By 1987, Tolkan had transformed from a character actor to a one-man Hollywood trope. After one-off appearances on TV series and bit parts in films, his breakthrough came as Principal Strickland in Back to the Future (1985). With his bald head and aggressive line readings, he was the perfect authority figure actor for the ’80s; Tolkan was stern and direct, never tolerating “slackers” and other misfit young people. His appearance in the next year’s blockbuster Top Gun would play to his strengths as well. In the role of Detective Lubic, he could play the same style of character, but provide more laughs and even end up as a hero.

With the film’s human faces found, Goddard turned back to the assorted aliens and monsters Masters required. Though the characters all required extensive makeup and costuming, no corners were cut with the actors who would be unrecognizable.

The perennial He-Man villain Beast Man, named “Beastman” in the credits, was played by muscleman Tony Carroll. The part of Saurod, the lizard-man mercenary, went to Pons Maar, the actor and puppeteer responsible for characters in Return to Oz (1985) and the Dominos mascot The Noid. He was cast after playing the character Fu in the 1986 film The Golden Child.

Another new character, Karg, was played by the voice actor Robert Towers. No stranger to costume work, Towers had played Captain Crook in McDonalds’ commercials for the better part of a decade, and he had worked with Goddard previously on the live Conan show. His short stature would come in hand to play Skeletor’s new lieutenant.

As cumbersome as the Karg suit could be, Towers joined the chorus of voices praising the designs of Stout and his crew. “I LOVED my costume,” he said. “It was so great, with the little daggers and the hook and the cape. I was really inspired by it.”28

For the part of his creation, Gwildor, Goddard recruited one of the best-known little person actors. Billy Barty had been acting since the 1930s, when he co-starred with Mickey Rooney in short comedy films, and continued to appear in movies and on TV regularly up to when Masters was filmed in to the mid–’80s. He was best known for gag roles due to his height, but he also had a good career in sci-fi and fantasy genre films. Barty had appeared as leprechauns, a munchkin in The Wizard of Oz, a dwarf in Legend, and as the title character in Cannon Films’ musical Rumpelstiltskin the same year he played the eccentric Thenorian locksmith.

Nearly everyone on set had a fond memory about working with Barty. As Stout described it, “every day there’d be a tug on my coat and it was Billy. And he had a new joke for me. Every single day. He was just a great guy to work with.”29

Gwildor’s look was designed by Claudio Mazzoli, and it proved to be just as complex as any done by Stout or Moebius. Like the other actors, it took several hours of makeup every day to turn Barty into Gwildor, but he stayed in good spirits as production moved along.

The makeup effects for Masters of the Universe was provided by Michael Westmore, one of the premiere makeup artists in Hollywood. By the time production started, Westmore had already won an Academy Award and four Emmys. He would go on to win another five. His expert attention to detail and the way he based prosthetic moldings off of the actors’ likenesses proved to be the key component to the convincing alien and monster effects in the finished film.

Anthony De Longis was hired to fill many roles in the production. The multi-talented actor, stuntman, and fight coordinator had come highly recommended to Goddard based on his skills with a sword. Masters’ stunt coordinator, Walter Scott, first had De Longis train Lundgren for the film’s sword battles. The Power Sword prop was large and unwieldy, nicknamed “The Buick Slayer,” but the training went well.

“I trained Dolph for a month giving him a solid one and two handed broadsword vocabulary,” De Longis said. “He’s a terrific athlete and a trained kick boxer so he had terrific natural skills.”30 Lundgren had a solid grasp on the techniques, but the rushed shooting schedule didn’t leave time for extensively choreographed action sequences. Most were thrown together the day of shooting.

De Longis stood in for Frank Langella as a fight double, dueling with Lundgren at the film’s climax. He was also cast as Blade, another of Skeletor’s mercenaries. The character quickly became a fan favorite.

Blade gave He-Man a more evenly matched physical opponent, one he could duel with more than once throughout the film. This way, the film could provide plenty of action and swordfights while saving the one-on-one conflict with Skeletor for the finale. Casting De Longis, the fight choreographer, as the character He-Man would battle the most in the film was a good way to ensure these fights could be pulled off without a hitch.

Playing one of Skeletor’s henchmen typically required a bulky costume and hours in a makeup chair in order to pull off an otherworldly appearance. De Longis convinced the filmmakers to let him shave his head instead. “I was always a fan of Yul Bryner, so I didn’t mind,” he shrugged.31 As he drove to Whittier, California, for the weeks of night shooting, he could be seen buzzing down his scalp with an electric razor.

This humanoid, but more “edgy” look was accentuated by an eye patch and a metallic chinstrap headpiece, complete with spikes protruding from the earpieces. In fact, most parts on his costume were covered with knives, blades, or other sharp objects. Combined with the chainmail and rubber pieces beneath, the ensemble weighed upward of 55 pounds. De Longis talked Stout’s costume crew into removing the outfit’s sleeves to let his skin breathe a little more. This also likely assisted his mobility for the complex sword maneuvers he would need to do. Between the exertion of the role and the weight of the costume, he ended most shooting days by pouring the accumulated sweat out of his boots.

De Longis was also hired for another special skill of his. As a renowned expert with a whip, his character was called upon to punish He-Man in front of Skeletor’s throne. After demonstrating his prowess for the filmmakers, he showed up to that day of filming and was handed a simple black hilt. The whip itself, he was told, would be added later with computer effects. That scene is one of the more memorable of the film, but De Longis has expressed his disappointment with the effects in several interviews.

One final costuming and design issue, the one that caused the most backlash from the filmmakers and audiences alike, was the look of Skeletor’s troopers. As they needed those cannon fodder characters to appear anonymous and without personality, so the audience wouldn’t feel bad when He-Man destroyed them, the designs all began to skew into very familiar territory.

“I fought hard not to have them look like Star Wars Stormtroopers painted glossy black but I sadly lost that battle,” William Stout reflected.32 The idea of fully armored, nameless soldiers had been done so well in the Star Wars films, and the public consciousness grabbed into their image so thoroughly, it was hard to get around it. The production used the familiar-seeming design by Mazzoli, and the similarities were pointed out by audiences immediately.

Goddard has defended the look of the troopers on many occasions. Their appearance, he’s said, was the only way to give the troopers an ambiguous appearance, allowing them to be either living or robotic underneath. As he describes it, this was just another part of the compromise he reached with Mattel.

The score was another aspect of Masters of the Universe that was immediately compared to Star Wars. The film’s original music was composed by Bill Conti, a “master Songmaker” if there ever was one. Incredibly prolific, Conti was scoring multiple films, TV movies, and TV shows every year throughout the ’70s and ’80s. His big break came in 1976 when he scored the blockbuster hit Rocky (1976). He would go on to provide the music for every successive Rocky installment, ironically save Rocky IV, which starred future He-Man Dolph Lundgren.

Like many contributors to the film, Conti brought his impressive pedigree to a cinematic endeavor viewed with skepticism in Hollywood. He had been nominated for several awards by 1987, including Golden Globes for Rocky, An Unmarried Woman (1978) and the James Bond film For Your Eyes Only (1981); he was nominated for Academy Awards for Rocky and For Your Eyes Only, and won the Oscar for Best Original Score in 1983 for The Right Stuff.

Conti’s bombastic themes would prove to be a perfect fit for Masters, though they sounded a bit familiar to most audiences.

As preproduction hurried along, work began on building the sets. The Earthbound spots the script called for would be filmed practically, using existing locations and buildings in Whittier, California. In the revised, budget-friendly final script, there were only two indoor Eternian sites that needed to be built.

The first was Gwidor’s home. Designed by Claudio Mazzoli, the set was built to Billy Barty’s scale, causing for cramped shooting conditions. The large, single room was intricately furnished. Every surface was covered with tiny techno gadgets that blinked or beeped or whirled. As evidence of his calling as a locksmith, the front door was lined with several kinds of sci-fi locks. In a last minute moment of inspiration on the day of filming, Gary Goddard sent someone out to buy a simple sliding chain lock. The cute little visual joke was added for the set’s one scene.

The set was barely finished by the time its big day for filming came around. After all the needed shots were finished for the scene, the script called for Gwildor’s home to be destroyed as Karg leads Skeletor’s troops inside. For added realism, the little set was actually wrecked by the exploding door.

The production’s main point of pride came from the Eternian throne room set. As most of the Eternia scenes had to take place in that one room, Goddard and company worked to ensure that room was as impressive as possible.

The set was designed by William Stout, though he was inspired by sketches from his friend Moebius. “This was the seat of power for the entire universe,” he explained. “I reasoned that power is neither good nor bad—it’s what you make of it and how you use it. So, above the floor level were what I called the Space Gods, giant bronze statues of those who had used the power based in that room for good. Below floor level was the dark side, demonic creatures that represented power used for bad or evil.”33

As envisioned, Stout’s throne room was truly epic. The assembled crew worked all throughout preproduction, and well into the process of filming, to bring it to life. Production needed to be arranged around the set’s completion, saving the many throne room scenes for last to give the carpenters and set dressers enough time. It would prove to be worth the wait.

The set was constructed at Culver Studios in Culver City, California, then known as Laird International Studios, a spot which holds a special place in Hollywood lore. Years before, it was the home of RKO Studios, where cinematic classics like Citizen Kane and King Kong had been shot. Inside the famous studio, the production had selected the two largest soundstages and demolished the wall separating them. The resulting space was rumored to be the biggest Hollywood set in 40 years.

Inside, a tiered network of platforms, staircases, and walkways were constructed around columns and archways. While such a complex design would look interesting, even regal on screen, Stout had primarily laid the room out to make the most interesting sword fight possible. For the climactic duel between hero and villain, the production designer had envisioned something classical and swashbuckling, like an Errol Flynn film, so the characters could battle their way across the throne room.

Stationed along the walls were the towering Space God statues, which were alternately called the Elders of Technology or the Gods of Technology by Goddard, to reinforce the mixture of magic and sci-fi science on Eternia. Around them hung long banners of deep, rich purple trimmed with golden patterns. Space for several large chasms were left on the set’s floor; these spots would be enhanced with matte paintings to show the demonic side of the Castle. In several shots of the film, massive carved skulls and descending staircases would be visible beneath the throne room. From angles focusing on the floor level, the pits still gave off a volcanic red glow.

Against the far wall of the set were two massive golden doors, complete with swirling, intricate symbols. These doors were originally designed for Skeletor’s base on Snake Mountain, but were repurposed when those scenes were scrapped.

The opposite wall sported the large, circular portal that would open at the film’s climax. In front of it was a raised platform with a sci-fi contraption, where Skeletor would imprison the Sorceress of Grayskull to siphon off her magical powers. Front and center was the throne itself, a seat which seemed both ostentatious and ancient at once. Though surrounded by flashy technology, the chair was fitted between two small stone columns, each covered with faded hieroglyphics. The Laird Studio set received plenty of visitors as the crew was finishing their work. Stout called the awed reactions one of the biggest thrills of his job on Masters: “Everybody in The Biz came by to see it and have a picture taken seated on the throne to all the power in the universe!”34

Even the filmmakers themselves were impressed with the final product. The set painters had seemingly transformed the plywood walkways into marble, and the other minute details were all perfectly realized to add to the verisimilitude. The set would be one of the most expensive aspects of Masters of the Universe, but it was executed in such a way that it appeared even more costly than it was.

When looking back on the highlights of his time making Masters, Goddard thought of his first time stepping foot into that finished set. He also mentioned filming the epic opening sequence in the throne room, as Skeletor marches toward the throne, flanked by Evil-Lyn and dozens of his troopers, victorious at last. “That was a great moment,” he smiled.35

As filming progressed and the movie began to take shape, things were far from certain. In fact, Cannon Film’s financial situation seemed more perilous with each passing day. The studio’s own stockholders had filed a class action lawsuit, accusing Golan and Globus of cooking their books and misrepresenting the strength of the company. “This action followed those of two individual shareholders a few weeks earlier, reported in the Wall Street Journal. Those individuals had bought Cannon stock at $44 and seemed to be claiming they had been mislead by financial information Cannon had put out.”36


“The throne to all the power in the universe!” (Courtesy William Stout.)


Next, the studio announced that the SEC’s informal inquiry into the company’s finances had turned into a full-fledged investigation. The government would be digging deep into Cannon’s finances, accounting, reported earnings, taxes, and nearly every other facet of the company. Such news drove their shares even lower than before, and the money needed to continue production on Masters became bound up in red tape.

Mattel, for their part, did not appear to have much faith in the project. Their executives seemed more interested in selling toys and keeping their trademark hero as family-friendly as possible. They kept a close eye on the constantly evolving script and suggested more action figure tie-ins.

With toy executives leaning over one shoulder, and the troubled accountants from Cannon on the other, Gary Goddard buckled down to make his movie. Slowly, even painfully, Masters of the Universe began to come to life.