Work hard, increase production, prevent accidents, and be happy. It’s the 45th anniversary of George Lucas’ first film. No, not Star Wars. No, not American Graffiti either. It’s THX 1138, the dystopian sci-fi cult classic that introduced Lucas to the world before he made it to a galaxy far, far away. Here are 15 facts about his big-screen debut.

1. IT’S BASED ON A LEGENDARY STUDENT FILM BY GEORGE LUCAS.

George Lucas expanded THX 1138 from Electronic Labyrinth: THX 1138 4EB, a student film he made as a grad student in the film department of the University of Southern California. The film was completed in unofficial cooperation with the U.S. Navy: USC worked in collaboration with the Navy to help military filmmakers earn college credits via student-taught classes. Lucas agreed to teach the class in order to gain unlimited access to the camera equipment, film stock, and processing facilities that the school had reserved for the Navy. He also employed his students as the film’s cast and crew.

2. LUCAS INCLUDED AN HOMAGE TO SATURDAY MORNING SERIALS.

The first-time filmmaker included the trailer to Tragedy on Saturn, Chapter Two of Buck Rogers,  a 1939 Saturday morning serial, before THX 1138. Lucas attempted to draw an ironic contrast between the swashbuckling Rogers and the titular character in his bleak sci-fi debut because each was “just an ordinary, normal human being who keeps his wits about him.” But he also saw it as an homage to the kinds of sci-fi stories he loved growing up. The serialized space adventures of Buck Rogers were also a fundamental influence on Lucas’ Star Wars.     

3. THE STORY WASN’T ORIGINALLY LUCAS’ IDEA.

Lucas adapted the idea for the original short—and eventually the feature film itself—from a 1.5-page outline called “Breakout,” which was written by fellow USC student Matthew Robbins, about a man escaping an underground dystopian society. Besides collaborating on both the short and the feature, Robbins would go on to have a long career in the movie business. Robbins is perhaps best known for directing such films as The Legend of Billie Jean and *batteries not included, and most recently co-wrote the screenplay for Guillermo del Toro’s 2015 film, Crimson Peak.

4. THX 1138 ONLY EXISTS BECAUSE OF THE RAIN PEOPLE.

After Electronic Labyrinth: THX 1138 4EB won first prize at the 1967/1968 National Student Film Festival, Lucas was recruited out of USC by filmmaker Francis Ford Coppola, first working behind the scenes on his 1968 film Finian’s Rainbow and then as an assistant on his 1969 film The Rain People. Based on his work, Coppola offered Lucas the chance to make a feature film through his production company, American Zoetrope, which had a multi-film development deal through Warner Bros. Lucas eventually cast Robert Duvall, one of the stars of The Rain People, as the titular character in the feature film version of THX 1138.

5. LUCAS PUT HIDDEN MEANINGS IN THE ABBREVIATED LETTER NAMES OF THE CHARACTERS.

At first, the three-letter names of the characters in THX 1138 seem like random sequences ascribed to the dehumanized people that populate Lucas’ dystopian creation. But most of the names of the characters are thematically intentional to the movie itself. THX stands for “sex” and his companion LUH stands for “love,” because both become connected via sex and love after refusing to take their government-mandated, mind-altering drugs. SEN, the ostensible villain of the movie, stands for “sin.”

Other characters SRT, NCH, and PTO stand for “Sartre,” “Nietzsche,” and “Plato” respectively because of their philosophical ramblings while THX is imprisoned.  

6. OMM IS ACTUALLY A 15TH-CENTURY DUTCH PAINTING.

The face of the deity worshipped by the dystopian masses in THX 1138 is actually “Christ Giving His Blessing,” a 1478 oil painting by German painter Hans Memling. It is currently in the collection of the Norton Simon Museum in Pasadena, California. 

7. THE BALD DYSTOPIAN MASSES WERE RECRUITED FROM A LOCAL REHAB FACILITY.

Lucas required hundreds of bald extras to represent the uniform citizens of his future society. Instead of having regular movie extras shave their heads, he had casting supervisor Ronald Colby recruit members of the San Francisco chapter of a drug rehabilitation program called Synanon, which required all of its members to shave their heads to complete the program. Each extra was paid $15 for one day’s work.  

8. LUCAS ORIGINALLY WANTED TO SHOOT THE MOVIE IN JAPAN.

During film school, Lucas’ favorite movies were from Japanese filmmakers—namely Akira Kurosawa (Lucas would go on to base the framework of Star Wars on Kurosawa’s film The Hidden Fortress, and eventually executive produced Kurosawa’s 1980 film Kagemusha). Because he wanted the tone of his film to be stately, intentionally slow, and somehow alien, Lucas attempted to shoot the film in Japan. He even went so far as to scout locations for the movie before budgetary restraints forced him to shoot the movie on sets and at various locations in San Francisco.

9. MUCH OF SEN’S DIALOGUE AND PRISON SPEECH ARE TAKEN FROM A PARTICULAR PRESIDENT.

In THX 1138 , Lucas attempted to tell a story that critiqued how the particular political atmosphere of consumerism and conformity of the era in which the movie was made could lead to a dystopian future. As such, SEN—the member of society who attempts to pressure THX to conform—was given dialogue culled from speeches by then-President Richard Nixon, including his “We need dissent, but creative dissent!” ramblings. 

10. YOU HAVE THX 1138 TO THANK FOR THE WORD “WOOKIEE.”

Lucas wanted to create a subconsciously disorienting mood for the film, so he tasked sound designer, co-screenwriter, and fellow USC alum Walter Murch to put together improvised soundscapes of ambient noise and chopped-up dialogue. During a sound montage session Murch supervised with voice actor Terry McGovern, the actor spontaneously blurted out the line, “I think I just ran over a Wookiee” on one of the tracks of improvised voice chatter. When Murch asked McGovern what it meant, he told Murch it was the last name of a friend of his named Ralph Wookie, and he said it because “I always want to stick it to him and thought he’d get a kick out of hearing his name in a film.”

11. THX WORKS AT A NUCLEAR POWER PLANT (KIND OF).

Though it’s obvious that THX works at a factory that makes his society’s android police officers, the strange levers and thickly sealed glass screen he stands in front of at his job should be familiar to those who work in nuclear engineering facilities. Lucas shot the scenes of THX at work in front of an actual functioning radiation containment chamber, also known as a “hot cell,” which was used by those who must handle radioactive materials like isotopes.   

12. THE FUTURE IS MADE OF OBSOLETE PHONE TECHNOLOGY.

The seemingly endless Control Room where the android police try to corner THX and SRT, who find out LUH has been consumed for organ reclamation, was actually the circuit switch room of the San Francisco location of the Pacific Bell Telephone Company. PacBell allowed Lucas to shoot the film there because the entire room and the hardware found there were about to be dismantled as the phone company was switching to touchtone phone technology.

13. THE FUTURE IS ALSO MADE OF UNFINISHED BART STATIONS.

Another lucky break for Lucas in his attempt to use existing locations for his stark futuristic vision was his ability to shoot in the then-unfinished San Francisco Bay Area Rapid Transit (BART) system. The final shot of THX climbing to freedom in a vertical shaft was actually the unfinished horizontal BART Transbay Tube. Duvall crawled on his stomach while Lucas turned the camera on its side to make the angles look like the character was climbing upwards.

The chase sequences between THX and the android police were shot in various mass transit tunnels during the middle of the night, including the Alameda tunnel in Oakland, California and the then-unfinished Broadway tunnel in San Francisco.

14. THE ICONIC FINAL SHOT WAS 100 PERCENT REAL.

The end shot of THX escaping and seeing the setting sun for the first time wasn’t a special effect or timelapse shot. Uncredited cameraman Caleb Deschanel (father of Zooey and Emily) and Matthew Robbins scouted a location for Lucas and found a perfectly clear horizon for the shot in Port Hueneme, California. Robbins and Deschanel tried to get the shot four times but the weather made it impossible until it was captured on the fifth attempt. Robbins played THX in the final shot. 

15. “1138” HAS BECOME A GOOD LUCK CHARM FOR LUCAS.

References to the number “1138” have been scattered as Easter eggs throughout Lucas’ subsequent films. In American Graffiti, it is the license plate number on John Milner’s car. In Star Wars, Luke Skywalker and Han Solo transfer Chewbacca to cell block 1138 while disguised as Stormtroopers. In Raiders of the Lost Ark, a Nazi loudspeaker in the submarine dock scene announces "ein, ein, drei, acht," which in English translates to “one,” “one,” “three,” “eight.” The list goes on.

Additional sources: THX 1138 Blu-ray