Page 1 of 2Star Wars: Leigh Brackett and The Empire Strikes Back You Never Saw

It's been 36 years since the release of The Empire Strikes Back. Here's a look at the draft that almost changed Star Wars history forever!

This article originally ran on December 4th, 2015. We’re bringing this one back to celebrate the 36th anniversary of the release of The Empire Strikes Back

For a complete list of annotations on Leigh Brackett’s rough draft of Star Wars: The Empire Strikes Back, go to Page 2.

Empire Dreams

If you’re a regular Den of Geek reader or even if you’re just a casual sci-fi movie fan, I don’t have to really tell you that The Empire Strikes Back is a masterpiece of blockbuster cinema. It’s already embedded in most of your brains that this much darker 1980 sequel to George Lucas’ original blockbuster is the standard by which we measure most other big screen space adventures. But before it was the magnum opus from Lucas, director Irvin Kershner, and writers Lawrence Kasdan and Leigh Brackett, the spark that would become The Empire Strikes Back floated in the nothingness of space, waiting for its big bang. 

The story goes that Lucas didn’t really have a plot for “Star Wars II,” but only some general ideas. By the time Star Wars premiered in May 1977, the saga’s sequel could have gone in one of two ways: the low-budget or blockbuster route. Although we got the latter, thanks to Star Wars‘ massive worldwide success, there was in fact already a plan in place in case the film wasn’t a huge hit. Lucas hired Alan Dean Foster, who ghost-wrote From the Adventures of Luke Skywalker, the novelization of the first film, to write the low-budget sequel. That eventually became the first Expanded Universe novel in the franchise’s history, Splinter of the Mind’s Eye, which sees Luke and Leia crash on a jungle planet and face off with Darth Vader in a race against time to find a mysterious gem called the Kaiburr crystal. 

But since Star Wars was such a huge success, Lucas had a much bigger problem on his hands. He had to follow up his beloved blockbuster with an even better sequel, which, in the days between 1977 and 1980, was highly anticipated to say the least. It cannot be downplayed that while he was planning Star Wars II, Lucas was also busy building his very own empire—Lucasfilm, not to mention continuing to foster innovation at Industrial Light & Magic. And as J.W. Rinzler’s The Making of Star Wars: The Empire Strikes Back points out, Lucas planned to finance his sequel out of pocket, in order to keep 20th Century Fox from tinkering with the film. So it makes a lot of sense that Lucas decided to step away from writing and directing Star Wars II.

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Leigh Brackett, Rogue Leader

While you probably know that Lucas turned to Irvin Kershner, one of his former USC professors, to direct the movie, it’s possible that you haven’t heard of the film’s first scribe at all. Because, well, through the years, space opera writer Leigh Brackett’s contributions to The Empire Strikes Back have been a bit downplayed and overshadowed by Kasdan’s much bigger star. But Brackett, who Lucas first met through a friend during his search for a screenwriter, was vital to the creative process of Empire, especially in its pivotal early days.

So why might you not have heard of her? Perhaps Brackett isn’t a household name today because her contributions to the film came to a tragic end when she died of cancer in March 1978, only weeks after she had turned in the very first rough draft of the script. But even before she took the gig in 1977, Brackett wasn’t very well-known outside of the science fiction community, where she was known (and ostracized) for writing pulpy space opera and planetary romance novels and short stories. In fact, she was a maverick, choosing to write lighter sci-fi romps at a time (the 1950s science fiction boom) when the genre was transitioning to a more serious approach. Brackett also mentored and collaborated with much more celebrated sci-fi star, the late Ray Bradbury. 

According to George Lucas biography Mythmaker by John Baxter, the film mogul was surprised to hear during their first phone conversation that Brackett had plenty of screenwriting experience. Between 1945 and 1977, she had already written 10 films, including The Big Sleep, which she co-wrote with Nobel Prize-winning novelist William Faulkner. Her credits also included Rio Bravo, El Dorado, and The Long Goodbye

In late 1977, Lucas and Brackett met for several story conferences to hash out an outline for Star Wars II. Together, they figured out the skeleton of the film’s plot, which remained pretty much intact in later drafts, although there were some differences, according to Rinzler’s book. For one thing, Darth Vader was not Luke’s father in the outline.

The Yoda character also didn’t receive his iconic name until later drafts of the script. In the earliest outlines, Yoda was named “Buffy,” which was short for “Bunden Debannen.” Lucas writes in the outline, “Buffy very old—three or four thousand years. Kiber crystal in sword? Buffy shows Luke? Buffy the guardian. ‘Feel not think.'” Close enough. From this outline, Brackett set to work on the very first draft of The Empire Strikes Back.

“Star Wars Sequel”

I spent an evening with that first draft, which you can read in its entirety here, flipping through the “Star Wars sequel”—as the draft is innocently titled—that might have been. In lieu of Lucas’ original story treatment, here is the key to the creative process of The Empire Strikes Back and evidence of Brackett’s vital contributions to the film. This scanned version of the draft, which fan site acquired in 2010 after years of searching for the “holy grail,” includes plenty of (semi-legible) handwritten notes and crossed out lines.

Unfortunately, I can’t confirm whether these are Brackett’s notes to herself after meeting with Lucas or if Lucas himself scribbled on the pages. Still, it’s fascinating to read the notes along with the typed words on the page, as if you’ve found your way into Brackett and Lucas’ stream of consciousness.

Most importantly, you see that Brackett’s draft, while definitely in need of a rewrite and several tweaks, holds all of the big moments we’d eventually see on screen. We still get a version of the Battle of Hoth (a much more ridiculous one), the wise words of an old Jedi Master, the excitement of zooming through a deadly asteroid field, a love triangle (a MUCH more overt one), a majestic city in the clouds, unexpected betrayals, and the climactic duel between Luke Skywalker and Darth Vader that we would reenact on playgrounds for years to come. 

The rough draft begins, not with a shot of deep space, but with a fade in on an ice planet, which isn’t called Hoth. Luke and Han are riding their “snow lizards” around the planet’s surface, looking for signs of life, especially any life forms that might endanger their Rebel base, which Brackett describes as an “ice castle.” Almost immediately, Brackett’s love of space fantasy and planetary romance bleeds through, which sets the tone of the script as a more classic piece of science fiction. Planets and places sound dazzling in her descriptions, even something as simple as the “ice formations” that catch Luke’s attention while scouting with Han. 

“Dimly there appears through the veils [of snow] a formation of rocks,” Brackett writes, “Or perhaps ice of exceptional beauty, catching points of fire from the sun.” And there are plenty of other beautiful descriptions in her draft. You can tell she understands the Star Wars universe, even in its relatively early days, as she instills that wonder for the universe and exotic settings that we still associate with the franchise.

But her settings really belong to the chrome of Flash Gordon and Buck Rogers serials. Barely in sight is the aged, worn, rusty, lived-in universe that Lucas had established in 1977. She’s writing for a different time, so to speak. 

And Brackett means to write “space fantasy” in every sense of the word. The ice monster, which is not yet called a “Wampa,” that Luke encounters on the planet’s surface can “vanish in a burst of vapor,” more wraith than hulking beast. This isn’t the one-off adversary from the film, either, but just one of a horde of ice monsters that later attack the Rebel ice castle. I wonder how George R.R. Martin would feel about the “Winter Is Coming” feel of this script’s opening act, as the Rebels scramble to protect their base from the ice beasties. It’s not the Empire that drives the Rebellion out of their hidden base at all, in fact.

The ice planet segment actually takes up a pretty large chunk of the movie, and you can tell that Brackett loves writing the chaos inside the Rebel base, which is first invaded by monsters and then attacked by the Empire—who bring “tank-type crawlers” to the party, undoubtedly the predecessors of the AT-ATs. And she has fun portraying the Rebellion as a group of bumbling idiots, too. Even though “1,026 systems” have joined their cause since their victory at Yavin, the Rebels in this draft are like chickens without heads, many frozen to death by burst water pipes inside the base. Their attempt to repel an exceptionally organized attack by the ice monsters is perhaps best accompanied by the Benny Hill Theme.

During the ice castle scenes, Brackett also quickly establishes one of the draft’s major pitfalls: the love triangle between Luke, Han, and Leia, which is as subtle as a Vader Force choke. Brackett definitely embraces romance in her approach, as a much more damsel-like Leia falls into the hero’s arms on multiple occasions for a quick make-out session. If you think Star Wars‘ treatment of women is already bad, you should get a load of this script, which sees Leia become the object of the men’s affections and not much else. Han and Luke are the rough-around-the-edges and baby-faced beefcakes who grab Leia and try to convince her to love them. This is the less subtle precursor to the Slave Leia debacle. In later drafts, Lucas and Kasdan’s revisions definitely helped to bring in a lot of the nuance to Han and Leia’s budding relationship. 

Another thing that really irks me about these love scenes is how pervy Threepio and Chewie are throughout. While hiding out in the asteroid cave (sans Exogorth stomach), the duo watches as Han and Leia get intimate in the Falcon’s cockpit and even gossip about their love affair. Threepio doesn’t understand how humans can suck face and Chewie is jealous that Leia is taking Han away from him. In several instances, Han’s furry friend even cockblocks the scoundrel.

Eventually, even Vader needs Leia…in order to lure Luke to Orbital City, the rough draft’s version of Cloud City. Actually, let’s talk Darth. For a movie called The Empire Strikes Back, the Empire is scarcely in the first two acts of the rough draft at all. The villains don’t appear on screen until 20 pages in, and not in a fleet of battleships in pursuit of the Rebel base. Vader’s iconic Super Star Destroyer Executor is nowhere to be seen. Instead, we first meet the titular bad guys in “the administrative center” of the Empire, the planet Ton Muund. There waits Vader in his castle.

Again, you hear Brackett’s affinity for space fantasy in her description of the planet and her use of another castle. She writes, “Ton Muund should have an odd sort of day; perhaps a blue star.” This is one instance where I very much would have liked to see Brackett’s version on the big screen, just to witness the Imperial capital’s day in blue light. (Actually, I would’ve liked to watch Han, Luke, and Leia fight ice wraiths, too. Sorry, not sorry.) We don’t see the planet very often in the film, but like with many of her settings, I just love any moment on Ton Muund so much. I wonder if it wasn’t a precursor to Coruscant?

Rinzler also points out in his book that Lucas considered putting a “city planet” in the movie and a “water planet” with an underwater city. You already know how that turned out.

Vader is already on the hunt for Luke in this draft. It seems that Luke’s destiny is already very much in place here and that he must face off with the villain by the end of the movie. After chasing him out of the ice planet, Vader continues to be a creeping menace to Luke throughout the film. It’s interesting how Brackett plays up Luke and Vader’s connection. While they aren’t father and son in this draft (that came in Lucas’ revision of Brackett’s script), Luke and Vader do have a unique relationship through the Force. 

Brackett turns Vader into a sort of dark wizard who can attack Luke with the Dark Side from across the galaxy. There are several instances in the script where Vader manages to get into Luke’s head and knock him out with the Force. We see this as early as the escape from the ice planet, when Luke is knocked unconscious while piloting past the Imperial ships. I can’t imagine Brackett wasn’t a fan of The Lord of the Rings, especially the scenes where Sauron invaded Frodo’s mind through the Ring.

A lot of Vader’s depth is missing here, though. Brackett writes Vader like he’s a guy performing evil deeds for evil’s sake. There really isn’t any motivation besides revenge for his humiliation at Yavin. He gets one scene with the Emperor, like in the film, where it’s clear that his ass is on the line if he doesn’t destroy Luke. By the end of the script, though, Vader understands that Luke could be a powerful asset for the Dark Side, and he tries to turn him during their climactic fight in the depths of Orbital City. But again, without the famous reveal, this confrontation bears a lot less weight.

One of the crucial sections of The Empire Strikes Back is Luke’s Jedi training on Dagobah, under the tutelage of Master Yoda. Brackett has this part almost completely in final form. Except for a lot of the dialogue (most of her dialogue was rightfully scrapped) between Yoda (“Minch” in this draft), Luke, and Ben, and one or two very different moments, things play out pretty much as they do on screen: Luke crash lands on the “bog planet” and meets a little “frog-like” old man named Minch, who he doesn’t immediately recognize as a powerful Jedi Master. Minch takes Luke on as his student, despite his reservations, in order to prepare Luke for his fight against the Dark Side. In one scene, Luke does pull his ship out of the bog using the Force. Easy peasy.

There’s one pivotal scene where things go off the deep end, though. It’s by far the script’s most controversial: after Minch has taught Luke how to summon Ben’s Force ghost (Obi-Wan cannot appear whenever he wants, and can only be summoned through the Force—Brackett clearly liked necromancy), his old mentor shows up…and brings Luke’s father with him!

Only identified as “Master Skywalker,” Luke’s dad gives him the generic speech about how proud he is of the young hero. He also reveals that Luke has a twin sister, although it’s not Leia, but a girl named Nellith who’s never mentioned again in the story. I’m guessing Brackett was leaving that for the third film. The scene ends with Minch, Ben, and Skywalker “knighting” Luke with their lightsabers, effectively awarding him the title of Jedi, although he must face one final test in order to be a true member of the Order: defeat Vader. 

That fight happens on “Hoth,” which is really Bespin, but with way more flying manta-rays, as Han, Leia, and friends quickly discover. Han and Leia are really thrown off course as the script progresses, not unlike their arc in the film. Han, who is less mercenary and more proper Rebel soldier, isn’t trying to get back to Jabba to pay off a debt. In fact, there aren’t any bounty hunters in this movie. Thank Lucas and Kasdan for Dengar Boba Fett.

Before the “Attack of the Vanishing Ice Wraith Monsters,” Leia convinces Han to go on a mission to convince his stepfather (!) Ovan Marekal, leader of “the Transport Guild,” to join the Rebellion. Brackett imagines Marekal as “the most powerful man in the galaxy next to the Emperor,” so he’s probably a good guy to have on your team. Of course, as promised, you never actually see that mission play out, since Han is busy running from the Empire and making out with Leia. 

The final act on Hoth contains the script’s best moments, and it’s where Brackett’s space fantasy really shines through. Again, she effortlessly makes the planet sound wondrous and mysterious, as the Falcon lands on the planet’s surface way below its blanket of clouds. Brackett gives us a green landscape of ruined cities, where “noble-looking” natives with “white skin and hair” known as “Cloud People” ride in flying “mantas.” Han hopes that they can all hide out with his pal Lando Kadar (same Lando, different last name) while this whole Empire thing smoothes over. Lando had established a trader’s outpost on Hoth’s surface when last Han saw him, but has since built a huge Orbital City among the clouds. 

I think Brackett lends her most sentimental eye to Lando, who’s still a sweet talker, but infinitely more lonely. Here, Lando is one of the last of a long-forgotten batch of clones left over from the Clone Wars. Lando reveals his backstory to Han’s friends in an emotional monologue: “It didn’t seem strange to us to see our own faces endlessly repeated in the streets of our cities. It gave us a sense of oneness, of belonging. Now, when every face is new and different, I feel truly alone.” This is just good sci-fi writing and captures the signature melodrama of Star Wars

Lando is easily my favorite character in the script, a man out of his place in the galaxy. On Hoth, he has been taken in by the natives, and the leader of the Cloud People, Chief Bahiri, considers him an adopted son. Good will for the character doesn’t last long, of course, since he still betrays Han in order to protect his interests on Orbital City. And he even gets Bahiri killed in the process.  

Han et al are held captive on Hoth, although they aren’t tortured. No one is frozen in carbonite. In fact, there isn’t much tension in their captivity at all, since it’s more like house arrest. And Brackett doesn’t quite provide a dramatic escape scene, although their is a part where Han has to blow open some hangar doors with the Falcon’s thrusters. And things don’t quite pick up in Luke and Vader’s epic confrontation, either. No, Brackett seems to reach the falling action by the time Lando betrays his guests in the script’s big twist. 

Brackett’s draft ends on the Rebel planet Besspin Kaalieda, “an extremely beautiful planet [that] revolves jewl-like [sic] in space” (Lucas apparently liked some of the planet names the writer came up with). There, Luke and Leia see Han and Chewie off, as the Falcon sets off on its mission to parts unknown in order to find Marekal in the third film. As if this were Camelot at the end of a great adventure, Luke salutes the retreating ship with his lightsaber, the blade pointed towards the stars.

The Cliffhanger

After reading Brackett’s rough draft of The Empire Strikes Back, I’m still intrigued by the thought of what she could have done had her health allowed her a second try. Perhaps we’d see more of her pulpy sensibility shine through on the screen. Maybe we would’ve even seen another Wampa or two.

When Brackett brought George Lucas the draft in early 1978, Lucas was underwhelmed. Years later, Lucas said in Laurent Bouzereau’s Star Wars: The Annotated Screenplays:

Writing has never been something I have enjoyed, and so, ultimately, on the second film I hired Leigh Brackett. Unfortunately, it didn’t work out; she turned in the first draft, and then she passed away. I didn’t like the first script, but I gave Leigh credit because I liked her a lot. She was sick at the time she wrote the script, and she really tried her best. During the story conferences I had with Leigh, my thoughts weren’t fully formed and I felt that her script went in a completely different direction.

Because we’ve been watching the finished film for over 35 years, we know what Lucas’ vision was for his Star Wars sequel. But Brackett’s attempt is not a failure. In 124 pages of her script, the writer establishes the major story beats we’d eventually see in The Empire Strikes Back.

I read through her version of the adventure and find that I’m still amazed by where she’s taken me and how I got there. I liked the view of her blue star and Ton Muund in its odd day. A small part of me still hopes this will make it to the big screen one day. Yet, her story ends like the film itself: in a cliffhanger, floating somewhere in space.

For a complete list of differences between Brackett’s rough draft and The Empire Strikes Back, click on to Page 2. 

* All art in this article by the brilliant Ralph McQuarrie. 

John Saavedra is an associate editor at Den of Geek US. Find more of his work on his website. Or just follow him on Twitter.

Page 1 of 2Star Wars: Leigh Brackett and The Empire Strikes Back You Never Saw


John Saavedra

5/21/2016 at 1:15PM


Page 1 of 2Star Wars: Leigh Brackett and The Empire Strikes Back You Never Saw

Eventually, Marvel will get around to making Captain America 4, and these are the villains who should give Cap a headache.

The Red Skull, Batroc the Leaper, Crossbones, Hydra, Zemo. Fans have seen film versions of some of Captain America’s greatest foes, but not all of them…not by a long shot. There are still plenty of villains left to plague Cap’s film world, villains from other dimensions and from the mists of past wars, as well as villains ripped from today’s headlines.

Here are some villains that need film time to prove to the world why Cap, the only man that can hope to stop these despots, killers, and monsters, is the greatest patriotic hero of all. Here’s hoping for Captain America 4

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First appearance: Captain America #218 (1978)

Created by Don Glut and Sal Buscema

Ok, what would be cooler than a twenty-foot tall version of Captain America (as played by Chris Evans) messing shit up in the next Cap film? A twenty-foot tall Chris Evans? C’mon, ladies!

Ameridroid makes the sacred into the profane. He’s a giant robot version of America’s greatest hero controlled by the mind of a Nazi scientist. That’s right; this titanic symbol of patriotism is controlled by Nazi genius and all around d-bag Lyle Dekker. Listen, Ed Brubaker managed to make the Ameridroid work, so it isn’t as silly as it seems.

Twenty foot tall Cap! The shield is huge! Like a flying saucer! No? Okay, moving on…

Primus and Doughboy

First appearance: Captain America #209 (1977)

Created by Jack Kirby

Maybe not as a film’s main antagonists, but Primus and his shape shifting powers along with the prehensile Doughboy would make these insane androids killer soldier villains for any upcoming Captain America sequel. Primus has the ability to bend his putty-like form into anybody, which could give a film an edge of paranoia…a one man Skrull if you will.

Primus can be the primary weapon of Arnim Zola if Marvel ever decides to make Zola the A-list villain Jack Kirby created in the Bronze Age. Doughboy and Primus could combine into a powerful monstrosity, which would make life pretty miserable for Cap as he tried to bring down Zola in the modern day.


First appearance: Captain America #386 (1991)

Created by Mark Gruenwald and Rik Levins

She went one on one with Carol Danvers, she’s a polymath and a criminal genius, she’s one of Captain America’s most motivated foes…she is Superia. Superia once tried to sterilize every woman on Earth so her and her crew of Femizons could be the only women left with reproductive capabilities. That’s really nasty, man.

Superia has a long career as one of the coldest blooded women in the Marvel Universe, and like the Red Skull’s daughter Sin (more on her soon), she would make a great first time cinematic lethal lady. Superia may not have enough history to make a main antagonist, but as a soldier of Sin or Baron Zemo (you know he’ll be back), she could really work.

Plus, the word Femizons is just too awesome not to use in a movie.

Plan Chu

First Appearance: Yellow Claw #1 (1956)

Created by Al Feldstein and Joe Maneely

Marvel Studios would have to be very careful with this archaic villain, but by calling him by his real name, Plan Chu, they can explore one of their greatest pre-Silver Age villains. The modern day masterpiece, Agents of Atlas, made Plan Chu work in a modern context, and by following that lead, Marvel Studios can have a historically rich villain threaten Cap’s film world.

A battle between Cap and Claw would be man out of time versus man out of time as the greatest hero of World War II would face off against the greatest threat of the Cold War. The Claw has employed ex-Nazi agents in the past and was a constant threat in Marvel’s Silver Age. With some sensitive reimaginings; the Claw could be a menacing modern day threat to Cap and company.

Batroc’s Brigade

First Appearance: Captain America #105 (1968)

More Batroc is always a good thing. Considering Ze Leaper survived the events of Captain America: The Winter Soldier, there is no doubt going to be a fan uprising for the triumphant return of Cap’s most French (actually, he’s Algerian) foe (well, at least at Den of Geek there will be).

There have been a number of iterations of Batroc’s Brigade. The first being Batroc, the Swordsman, and the Living Laser, which never made much sense since the Living Laser is more powerful than Batroc by a wide margin, but whatever the case, how cool would a film version of the Swordsman be?

The second version of Batroc’s Brigade consisted of the mustachioed savate master, Porcupine, and Whirlwind. Yeah, that’s unlikely, but Marvel putting the Porcupine on the big screen before DC got to Brainiac or Darkseid would certainly give the House of Ideas bragging rights.

Finally, the third version of the villainous team was Batroc, Zaran, and Machete, a team that made much more sense since Batroc’s losers, ahem; colleagues, were less capable than their leader. This would be awesome. Or maybe just in my own head, but it would still be awesome, je ne sais pas?


First appearance: (as Starr Saxon) Daredevil #49 (1969), (as Mister Fear) Daredevil #54, (as Machinesmith) Marvel Two-in-One #47

Created by Stan Lee and Gene Colan

Machinesmith was once the Daredevil villain Starr Saxon until he transformed himself into a cybernetic organism. The robot-maker turned robot would be a perfect villain for the modern age. As Steve Rogers continues to learn modern technology, the one foe he would have trouble facing would be a master of machines that Steve’s anachronistic mind would have trouble wrapping his head around.

Themes of techno fear would be a perfect area for a new Cap film to explore, plus, in the comics, Machinesmith has worked for the Red Skull many times in the past so he can easily be integrated into the films. He’s the internet troll that can reach out of the computer and strangle you, and he would be a great modern challenge for Cap.

The Red Guardian

First appearance: Avengers #43 (1967)

Created by Roy Thomas and John Buscema

This was hinted at pretty strongly between the lines in Captain America: Civil War. The tale of Alexei Shostakov mirrors that of Steve Rogers. Hand picked by his government, Alexei became the living embodiment of his beloved country. A film that utilized the Red Guardian could ask the question what use is a patriotic hero if the country he symbolizes has fallen? 

Master Man

First appearance Giant-Size Invaders #1 (1975)

Created by Roy Thomas and Frank Robbins

What greater challenge for Cap than a Nazi superman?

Master Man plagued the Invaders during the dark days of World War II. Along with Warrior Woman, U-Man, Brain Drain, and Sky Shark, Master Man was part of the Third Reich’s answer to the Invaders and could be a good multi-generational threat for Cap. John Byrne created a modern Master Man in the pages of Namor, the Sub-Mariner, so Marvel Studios has a few options to choose from if they go the route of Marvel’s most notorious ubermensch.

Master Man was supposed to be the first true member of Hitler’s master race until Cap and the Invaders defeated him. Could there be a Master Man in Marvel’s cinematic world, and if so, what if he somehow ended up in the contemporary world to pick up the Axis’s plan to conquer the world? Cap is at his best when combating Nazis, and Master Man is the ultimate goose stepper.

Madame Hydra

First appearance: Captain America #110 (1969)

Created by Jim Steranko

Like Quicksilver and the Scarlet Witch, Madame Hydra, aka, the Viper, can be another double dip character for Marvel and Fox. Of course, the Viper figured prominently in The Wolverine, but the serpentine fatale is also a leader of the modern day version of HYDRA, the evil organization founded by the Red Skull. Since pockets of HYDRA still exist in the modern world (see Avengers: Age of Ultron), it stands to reason that so does Madame Hydra.

Marvel doesn’t have to call her the Viper, but the green tressed vixen has been a major Cap foe for decades and as such deserves her time in the sun. Not many villains are evil enough for two separate franchises, but the Viper’s cunning will and deadly beauty make her adaptable enough to take on any hero, for any studio.

The Sleeper

First appearance: Captain America #101 (1968)

Created by Stan Lee and Jack Kirby

A remnant of the Nazi Empire, the Sleeper was the most powerful of four robots hidden by the Nazis and the Red Skull to awaken in the modern world to continue the reign of the Third Reich. Who doesn’t love giant robots? What’s more badass than giant Nazi robots? The inclusion of the Sleeper and his robotic brethren could be Marvel meets Pacific Rim with Cap and SHIELD desperately trying to stop the advance of seig-heiling mechs.

The Sleeper and the other Nazi robots were some of Jack Kirby’s coolest designs of the Silver Age, and seeing them come to life on the big screen would be old schools fans’ dream come true. Plus, the Sleeper has a deep connection to the legacy of the Red Skull which could keep the Cap versus Skull conflict going past the battlefields of World War II.

Scourge of the Underworld

First appearance: Iron Man #194 (1985)

Created by Mark Gruenwald and John Byrne

Perhaps the villain featured in the fourth Captain America film could be something thematically different? In the previous films, Cap has protected the innocent from despots and would be world conquerors…what better way to put Cap’s morality to the test by having him protect the corrupt?

Scourge was a Punisher-like vigilante who killed costumed criminals. His signature catch phrase “Justice is Served,” was heard while Scourge dispatched many costumed baddies before Cap stopped his killing spree. The idea of justice versus vengeance could fuel a powerful movie as Cap tries to make sure that there is really “Justice for All” in his America by being forced to defend the villains Scourge wants dead.

Scourge stands as an antithesis to Cap, a man who does not believe in any system, just his own idea of right and wrong. This exploration in the contrasts between a killer and a protector would make for a fascinating movie.

The Secret Empire

First appearance: Tales to Astonish #81 (1966)

Created by Stan Lee and Jack Kirby

Who doesn’t like evil subversive puppet masters? The Empire has evolved into Marvel’s go-to hooded organization of nefarious intent. The Secret Empire can play off modern conspiracy paranoia, a nightmarish version of government gone horribly wrong. In fact, it was the Secret Empire that made Steve Rogers quit being Captain America for a time (sound familiar?).

In the comics, as written by Steve Englehart, it was strongly suggested that the leader of the Empire, called Number One, was actually the President of the United States. Rogers was so disillusioned by this he shed his red-white-and blue identity and became Nomad, a man without a country. With the political divide greater than ever in the U.S., now would be a perfect time to bust out a film version of the Secret Empire to challenge modern ideas of patriotism.


First Appearance: Captain America #335 (1987)

Created by Mark Gruenwald and Tom Morgan

The Watchdogs would be a pretty gutsy, politically charged choice for future Captain America villains, and the right wing terrorist group does play a major role in Cap history. It was the Watchdogs, fueled by racist extremism, who murdered the parents of John Walker when the hero now known as U.S. Agent was Captain America. This caused Walker to lose his already loose grip on sanity and kill the men responsible for his parents’ deaths.

Come to think of it, how great would a film adaptation of The Captain/U.S. Agent saga be? Seeing Steve Rogers shed his identity and become disillusioned with his country would have just as profound an impact on film as it did in comics, and boy, would we love to see a big screen version of Walker’s Cap. All of it fueled by the hateful, right wing Watchdogs, a group that any right thinking fan would pay to see get taken down by any version of Captain America.

Serpent Society

First Appearance: Captain America #310 (1985)

The Serpent Society was a trade union of sorts for costumed villains with snake identities (which would actually be an awesome idea for DC to crib, but with gorillas). The Society, led by the teleporting Sidewinder, provided story fuel for Captain America throughout the late ’80s and well into the ’90s. Sidewinder is a kind of honorable villain who would be fascinating to see realized on screen.

Eventually, the Society was taken over by the Cobra, a classic Marvel villain that is also overdue for a media debut. Marvel Studios has not gone the route of a super-villain team yet, and the Society is filled to the brim with villains with interesting powers and looks that could easily fill a toy aisle. Diamondback, a beautiful and deadly member of the Squad, eventually turns on her serpentine brethren because she falls in love with Cap, a story cue that could come across great on screen.

Any Marvelite worth his salt would love to see Anaconda, Copperhead, Bushwacker, Asp, and the silent but deadly (calling Ray Park) Death Adder fully realized on screen. An all out war between Cap, SHIELD, Falcon, and perhaps the Winter Soldier versus a huge Serpent Society could really make hissssssstory. Sorry.

Flag Smasher

First appearance: Captain America #312 (1985)

Created by Mark Gruenwald and Paul Neary

Flag Smasher was the anti-patriot, a perfect mirror image of Captain America’s pride in his country. Flag Smasher didn’t believe in borders or symbols of national pride, he only believed in self serving anarchy, and with his likeminded cult, ULTIMATUM, Flag Smasher was one of Cap’s most persistent foes of the ’80s.

ULTIMATUM was funded by the Red Skull so there’s your connection to previous films, and any bad guy that uses assault weapons and a mace is a villain we want to see prominently featured in a movie.


First appearance: Tales of Suspense #93 (1967)

Created by Jack Kirby and Stan Lee

He might not strike the same tone as the other cinematic Cap villains, but who wouldn’t want to see Chris Evans go toe-to-ummm…forehead with MODOK? The perfect soldier versus a giant head in a floaty chair would certainly make for a compelling visual, but on a more serious note, with MODOK, Marvel would be able to continue the evolution of AIM after the death of founder Eldritch Killian in Iron Man 3.

AIM has always been second only to HYDRA as Marvel’s go-to evil organization, and by introducing their very memorable leader, Marvel could bring AIM to the forefront of evildom. The Mechanized Organism Designed Only for Killing would certainly be an attention getter but also offer a nice contrast to the genetically flawless Captain America, creating a man versus monster conflict for the ages.

And seriously, giant floating head, what’s not to love?


First appearance: Avengers #195 (1980)

Created by David Michelinie and George Pérez

One of the few men in the Marvel Universe that is a physical match for Cap, a film appearance from the mercenary with the photographic reflexes is long overdue. How cool would a Taskmaster/Cap fight be on the silver screen with Taskmaster mimicking every one of Cap’s moves, fist versus fist, shield versus shield?

Taskmaster can come equipped with all of the Avengers signature gear like Iron Man’s repulsors, Black Widow’s stingers, and Hawkeye’s bow to become an all-in-one Avengers team to go one-on-one with Cap. Taskmaster could be played as an anti-hero or a straight out soldier villain. Either way, there would be a cleanup needed in the pants of many fans at the mere idea of seeing a film version of Taskmaster.

Communist Red Skull

First Appearance: Captain America Comics #61 (1947)

Created by Stan Lee and Al Avinson

A Soviet operative of the Cold War, Albert Malik took up the identity of the Red Skull to further spread the power of his Red masters. A film version of Malik would be able to replace the iconic Nazi scientist so brilliantly played by Hugo Weaving.

If Marvel doesn’t want to bring Nazi Red Skull back, or Weaving doesn’t want to return, the man that carried the Skull’s legacy of evil through the ’50s and ’60s would be a perfect film villain. A Red Skull dedicated to bringing back the glory days of Soviet Russia could be a stark reminder to Steve Rogers of how much international turmoil he missed when he was on ice.

The Communist Skull even had a role in the modern era, as, for a time he was secretly a U.S. Senator until Cap brought him down. Like Cap, the evil of the Skull is a legacy that can be carried into future films by the commie spy, saboteur, and mastermind, Albert Malik.

Hate Monger

First appearance: Fantastic Four vol. 1 #21 (1963)

Created by Stan Lee and Jack Kirby

Ok, he’s freakin’ Hitler. Who wouldn’t want to see Captain America kick the bratwurst out of a clone of Adolf Hitler?

All joking aside, Hate Monger is a really intense villain and one of the scariest foes Cap ever went up against. The Hate Monger has the power to force others to be filled with hatred, this on-the-nose symbolism might not be subtle, but it makes for a darn effective villain. Captain America was built to take down Hitler, and what would be more gripping than Cap versus Hitler in the modern day?

Marvel would have to tread carefully with this one, but the prospects of a film version of the Hate Monger could be one of Marvel’s most daring moves. In Captain America’s very first comic, Cap is rendered punching Hitler right in his hateful mug. This classic moment of the Golden Age could be recreated in the next Captain America movie with Steve Rogers trying to silence the hate speak of history’s most repellant villain.


First appearance: Captain America #290 (1984)

Created by J.M. DeMatteis and Paul Neary

If Marvel doesn’t find some clever way to bring back Johann Schmidt, then the legacy of the Red Skull could live on in Sin, the daughter of Cap’s greatest foe. Sin played a major role in Ed Brubaker’s great run on Captain America, which inspired Captain America: The Winter Soldier.

Sin also has a deep connection to Asgardian magic as she once captured a number of mystical hammers to fuel her neo-Nazi army. A film combining Norse mythology with the continuing conflict of Captain America and the Red Skull would be pretty cool to see. There is a great deal of evil in Sin that Marvel could farm for a future installment of Captain America, evil that could keep the name of the Red Skull alive.

The Grand Director/William Burnside

First Appearance: Captain America #153 (1972)

Created by (as “Captain America”) Steve Englehart and Sal Buscema, (as The Grand Director) Roger McKenzie and Jim Shooter

While the Grand Director sounds like something James Cameron would force his DP’s to call him, it is actually the title taken by a man who tainted the legacy of Captain America more than any of Steve Rogers’ enemies.

William Burnside was the Captain America of the 1950s, the man who took over the suit and shield when Rogers was a Capsicle. Burnside was set up with the Steve Rogers’ identity and fought the Red Menace of the ’50s. Eventually, Burnside, and his Bucky, Jack Monroe, were slowly driven insane by the experimental serum in their blood. They were put in suspended animation and awoken in the modern day.

Here’s where things get dicey. Dr. Faustus brainwashed the already angry and vulnerable Burnside, and the former hero becomes the white supremacist leader the Grand Director.

Now, what could be a more effective film villain than a Cap gone wrong, a Cap so corrupted by his own inner demons and machinations of others that he adopts Nazi ideology? Burnside’s tragic story is made for film, but we’ll have to wait and see to if Marvel picks this low hanging fruit of villainy.

Baron Blood

First Appearance: Invaders #7 (1976)

Created by Roy Thomas & Frank Robbins

What could be cooler than Cap versus a Nazi vampire? Really, not a whole heck of a lot.

The legacy of the vampiric Baron Blood stretches back to World War II, so once again, Marvel could tie this bloodsucking baddie to Cap’s earliest days. Blood, like any good vampire is, of course, immortal, and can be used in the modern day to reintroduce a nightmare from Steve Rogers’ past.

Blood is one of Cap’s most vile foes, a breeding of repugnant politics and supernatural evil. He is a classic monster in every sense of the word and could serve as the de facto Dracula of the modern Marvel Cinematic Universe (because let’s face it, we’re all going to be old and grey before Marvel Studios dares to attempt anything involving Dracula).

Blood could also lead to the introduction to Cap’s fellow Invader, Union Jack, the British super-hero who has the misfortunate to be the Baron’s brother. More Golden Age heroes are always welcome, and it’s only a matter of time before vampires are introduced to Marvel’s films. But fear not, this vile vamp doesn’t sparkle.

A version of this article first appeared in 2014. It has been updated with some new information.

Page 1 of 2Star Wars: Leigh Brackett and The Empire Strikes Back You Never Saw

The Lists

Marc Buxton

5/21/2016 at 11:18AM


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