The Puppet Masters (1994) Retrospective

When a flying saucer reportedly lands in rural Iowa, The Old Man (who runs a secret branch of the CIA), decides to investigate. He goes in person, accompanied by agents Sam (who is the son of The Old Man) and Jarvis, as well as Dr. Mary Sefton, a NASA specialist in alien biology. They find that aliens have indeed landed and are planning to use their mind-control powers to take over the Earth. The aliens are slug-like creatures, and they are attaching themselves to people’s backs, taking control of their victims’ nervous systems, and manipulating those people as puppets.


The slugs spread steadily, and soon attack one of the agents, Sam. Controlling Sam, aliens almost possess the president, too, but are defeated by the agents. Agents then learn they can remove a slug by an electric shock, and free Sam from the possession of a slug. It is soon found out all slugs share a common consciousness, a sort of a group mind.

The aliens quickly reproduce by division, soon controlling not only most of the population of the infested area, but also military personnel sent to the area to fight them.


As agents learn where the aliens’ “hive” is located, they attempt to sneak in, and release Mary, whom aliens captured earlier. Together, they find surviving people whom slugs couldn’t possess. They take one of them, a boy, with them, leaving the hive.

It is soon found out the boy suffered from encephalitis in the past, and that apparently was the reason a slug couldn’t possess him. Biological warfare is adopted, and seemingly all parasites die. During a later inspection of a hive, The Old Man is attacked by the last healthy slug. In a fight on a helicopter, Sam destroys the parasite attached to the body of his father.


Hollywood Pictures, one of the three film divisions at Disney, was interested in making movies different from those made by Touchstone, the other adult aimed Disney branch, and that included more genre films (This has now changed.) executive producer Michael Engelberg, says Elliott always wanted to film The Puppet Masters, so we were set up with him as the executive producer and us as the writers. That’s how we got it: whether that was wise, I really can’t say at this point.

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When Terry and I first went in. Elliot explains, we wanted to set the story contemporarily; we didn’t want them to go nude, but to dress down to tank tops and like that, retaining the idea of having to bare as much as you could, but still be able to get actors willing to do it. But because of the development process, there were certain limitations right at the start: we couldn’t do a straight adaptation of the book. The studio executive who said

Yeah! We should buy this book!’ also said. But there should be a spaceship in it Maybe the Puppet Masters could come down to Earth like spores.


Their first draft was close to the novel. but Ricardo Mestres. then-head of Hollywood Pictures, decided he didn’t really like the material. “He wanted a small town be didn’t want the entire country at war. Basically, he wanted the story before Heinlein’s story takes place: he wanted the story of the little town that gets taken first but the takeover is stopped there. I think.” Elliot sighs, we all knew exactly how big a cliche that is.” So their first, faithful-to-the-book draft was discarded.

The studio decided that the slugs would somehow come to Earth on the space shuttle. and wind up on an Air Force base. Terry and I were off the project at that point.” Elliot explains, Michael Engelberel was still a friend of ours, and he was stuck in this horrible situation. He’s a Heinlein fan; he wants The Puppet Masters up on screen. But in Hollywood movies are an act of compromise. The more power you have, the less you have to compromise and Michael was only a first-time executive producer.”

Hollywood Pictures liked the Air Force base idea, and paid Elliott and Rossio to write that script. “When we were halfway through with it.” Elliot goes on. “We heard about the new Warner Bros. Body Snatchers (1993) movie, which is set on an Army base. We turned in the script, and Engelberg went to Michael Eisner (the head of Disneyl and said that he thought a huge mistake was being made. If people go see The Puppet Masters, they don’t want to see a movie set on an Air Force base: they want to see the Midwest in a state of siege Eisner agreed.”


So Ted and I sat down and wrote what eventually became known as the ‘B-version’ of THE PUPPET MASTERS: a shuttle astronaut becomes slug-ridden on a satellite repair mission. The shuttle makes an emergency landing at White Sands, New Mexico. The slugs start spreading, eventually taking over the base. (We consoled ourselves that at least the monsters were the same, and we got to play out many of the same story beats that were in Heinlein’s novel.)

We turned the draft in and the reaction was positive. So now the project was back on track. And to be fair to Ricardo, the new screenplay did indeed read more ‘like a movie,’ i.e., something that could be filmed on a realistic budget. So everyone was happy — Except Engelberg.

So using political machinations worthy of the Old Man himself (favors were called, strings at high levels were pulled) Engelberg engineered this result: Hollywood Pictures would go back to the book (and our first script) and develop the original story concurrently with the B-version. Whichever next draft turned out the best would be the film that would be made.

Also, because the B-version was treated as a separate screenplay, we still owed them a re-write. So Ted and I were asked to revise the original story (which was the story we preferred anyway). Ricardo assigned new writers (James Bonny & Richard Finney) to the ‘B-version.’

They also got a director, Dan Petrie, Jr. which shows which version Ricardo was backing. (For our B-version research, Ted and I had to violate national security and sneak away from an air museum tour at March Air Force Base. In contrast, Petrie and his writers received special passes to Edwards Air Force base and got to watch the shuttle land.)

So now Elliott and Rossio were asked to write a third script, this time basing it much more closely on the novel. Meanwhile.” Ellion continues, “the Air Force base version was assigned a director and two new writers. This put us in a strange situation We were writing the adaptation of the novel. while they were adapting our own Air Force base storyline, so we were in competition with ourselves. The way Hollywood works, that movie could have been made. Welcome to the labyrinthine world of Hollywood screenwriting.


“Their version Rassic adds. “was supported by the studio and had a director while ours Wits just a rewrite under the direction of the executive producer a person who should get a lot of credit, Engelberg really fought a battle to stay as true to the original novel as the film could be. I think that for anybody who appreciates science fiction or movies, you should know that a lot of what’s good about the finished film is directly a result of lus efforts.” The Air Force base version was eventually dropped. largely due to Engelberg’s efforts, and the Elliott-Rossio draft, rewritten by Goyer, was chosen.

Director Stewart Orme brought in Neil Pervis & Rob Wade and, with principal photography weeks away, a new script was commissioned, to be written under Stewart’s direction. Writing screenplays under these rushed conditions goes a long way toward explaining the generally mediocre quality of films.

Enter Jeffrey Katzenberg. He read the shooting script and didn’t like it. It wasn’t the same movie he’d given a green light to. Katzenberg ordered principal photography moved back a month, and, in a rare move for a studio head, ordered the director to go back to a previous draft — the Goyer revision of our script. David Goyer was re-hired and he and Stewart worked to bring Heinlein’s original story to the screen. And that’s the draft that eventually got shot.

The British-born Orme has made a name for himself directing music videos for the likes of Phil Collins. Whitney Houston and Genesis, but he’s also had the opportunity to dabble in darker fare. For British television, he’s helmed mysteries, psychological dramas and thrillers. As he dug into his feature film debut, Heinlein’s space slugs eventually had a strong pull on the director-but initially, he wasn’t sure that he and The Puppet Masters were right for each other.


“I was looking for a project, and I’ve always been a big fan of the classic sci-fi films, but I wasn’t sure about this one at first,” he admits. “What finally interested me was the way the characters related to the story. I wanted to try to do a film that wasn’t just about the monsters. It’s more about the people who are affected by the monsters. The Puppet Masters is essentially an action/ science fiction film, but at the same time there are some interesting psychological twists. I tried to bring a chiller edge in. My favorite material to work with is psychological thrillers-what’s going on in people’s heads. That’s what I tended to emphasize in this story.”

For those who’ve read the novel, they are several sequences left out. The first two made it into the film in some form, I think. The third got pared away by the development process, for no good reason that I can remember.

1.) Investigating the fake spaceship and the fake news broadcast.

2.) Sam gets taken by the slugs, goes over to their side.

3.) Sam sits down in Mary’s place for the slug interview.

4.) Sam goes into slug-infested Kansas City, takes place at night, and doesn’t have near the impact it should have had. In the book (and our script) Sam notices a swimming pool closed for the summer’ and other details that tell him Kansas City is overrun. People are going about their business, controlled by the slugs. It had that twisted normalcy of excellent horror. In the film, it’s just a war scene.

5.) The President takes off his clothes in front of Congress sequence was cut by Ricardo.

6.) The ape, Satan, gets slug-ridden sequence was pared down due to budget


7.) Sam and the Old Man go into the alien spaceship.

No spaceship meant no spaceship for Sam and the Old Man to go into. No throat-tightening claustrophobia, no slugs swimming in fluid, no victims hanging in suspended animation. And that’s a damn shame.

So of the seven great sequences of the book, maybe two and a half of them got up on screen in some form. Not a very impressive score, and it was a horrendous fight to get even that. I’ve come to believe that making a film is like a massive version of throwing a dinner party you invite a lot of people and hope that it turns out good, but you can’t really control it. And after everyone has left and you’ve got this big mess, you wonder if all the work was worth it, why you went to all the trouble.

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Orme admits that it was sometimes a daunting task to create a film from such a well-respected source. “It will be interesting to see what Heinlein’s biggest fans have to say about it all,” he says. “It’s the usual problem when you’re faced with adapting a book-what do you keep in and what do you leave out? Hopefully, what you try to do is retain the spirit of the original. Heinlein’s work always goes over and above the particular plot of his stories, and that’s what you have to get a sense of. I think we did get it, but I’m sure die-hard Heinlein fans will be disappointed that something or other got left out.”

The book is set in 2007, more or less, 50 years after it was written,” said Engelberg. “To do that in the movie would mean that we would have to create an entire society complete with physical appearance of clothing styles, which is really a distraction from what the story is about. It’s fine to do in a book. You know, Heinlein doesn’t describe what people are wearing, ever. We have to actually design that for a movie. Flying cars are expensive. And, I don’t really think that a flying car adds as much to a picture as its cost would penalize us. It’s not a significantly different story just because it takes place in present day.”

Also gone are the little elf-like creatures, the Androgynes, who were the slug’s hosts, arriving along with the ship they built that brought them all to Earth. They’ve been replaced with an almost womb-like creature that literally imbeds itself into a parking structure, where it starts breeding new slugs for the ensuing earth invasion. It’s just a biological thing that has come to earth,” said art director James Hegedus.

A number of other changes to the script took place as the result of the art department working with storyboards, the writers and the effects crews. The art director, James Hegedus,  felt that even though the script was very specific and visual, that there were a lot of things that the story suggested that weren’t written down. With the help of Joe Griffith, story boards were used to brainstorm ideas to help bring about more exciting scenes.

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“Scenes that began to be developed early on were how the creature might behave,” explained Hegedus. “By storyboarding those in advance it suggested ideas of what the creature might do. Also, the creature suggested things after it was built that weren’t visualized earlier.

The New York back lot of Paramount, built for the short lived but critically acclaimed BROOKLYN BRIDGE television series, served as Ambrose, Iowa. In order to get the feel of the rural farmlands, the production went on location to Fresno, California for two weeks. According to Winter, this was done largely to lessen the cost of moving the entire production to lowa and to take advantage of the small-town architecture and a very unique governmental building.

“They have a great city hall!” said Winter. “It looks like a spaceship, it’s wonderful!” Orme mirrored Winter’s enthusiasm for Fresno’s city hall. “It was a real find, because it looked as if it had been designed by aliens,” said Orme. “It really does look almost like a space ship. The man who runs or manages it was a Robert Heinlein fan. So, we were able to persuade him that we should take over the whole place and use the roof, the inside and the underneath.”

Orme was excited about working with an American film icon like Donald Sutherland, even though initially he had some apprehensions. “Most of the films I’ve made have been out of England, where casting is not as high a profile as here.” said Orme. “Working with somebody who’s done 40 or 50 movies, and obviously (Sutherland) brings that experience, it’s slightly nerve-wracking. You spend the first day or so, even if you’ve met beforehand and talked through the scenes, which we had, sort of testing.

“My apprehension was that sometimes he’s been fantastic and sometimes he’s been not quite so good.”

But, Orme found Sutherland to be very charming, an actor who knew and respected his craft. “He was incredibly professional,” said Orme, “no sense at all that this was one of a number of films. He was completely focused on what he was doing. He made the other actors more professional. He kept the crew on their toes. And, for me, he was more than I ever thought he would be. He’s very dignified on screen. He’s got great presence. He looks better than he ever did, I think. It was a joy. And, I think that he enjoyed it, which is the other thing I wouldn’t have thought he might have done. You know, he might have treated it like, ‘Here’s a genre film, I’ve done it before, I’ll just coast through it.’ But, not at all. I think, he had a really good time.”


Still undecided was whether Disney would use Heinlein’s original title on the film or change it to avoid confusion with Full Moon’s PUPPET MASTER series of direct-to video horrors. “Some of us feel more strongly about it than others and for different reasons. There is the obvious connection with the original material, which leads you toward saying it should be called the same as (Robert Heinlein’s book. Then, there’s the fact that it isn’t, like most films, the book transferred to the screen. There have been a number of changes. So, there’s the disadvantage that people will say, “You’re calling it Robert Heinlein’s THE PUPPET MASTERS and it’s not.’ But the reason for wanting to say his name with it, is to differentiate it from some of these other things.”

Unfortunately no one’s yet been able to think of a better title for the film. “I think one of the difficulties is that we haven’t come up with a really good alternative,” said Orme. “I think if there was a cracking title sort of sitting here waiting for us to battle with then we would have probably gotten further down the line.”

Orme noted there have been a few other titles tossed about but none that would really give you goose pimples on a warm day. “There were the obvious things like DOMINION and some were quite interested in calling it WONG—at least I was. Also, THE STRANGERS. A lot of these titles sound like other titles. For better or worse, we’re (stuck) with THE PUPPET MASTERS.”

Ultimately the discussion comes around to the issue of whether or not people are that familiar with Heinlein and his catalog of books. Orme was more than willing to admit that he wasn’t really aware of Heinlein until recently. “I have to confess I was never a great reader of science fiction, said Orme. “I think I was more interested in the films that have arisen in that era.” The Disney marketing executives felt that there were enough Heinlein fans out there that they should attach his name to the title treatment.

Stripped of much of its science fiction props, it is difficult to say how the fans of Heinlein will react to the contemporary feel of the movie. And although it can be said that the true essence of the book was always that the horror of slavery can only be defeated by those who possess, as Heinlein wrote, “the willingness to do sudden battle, anywhere, anytime, and with utter recklessness,” you just can’t help thinking, “No nudity in the OSCI offices?

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The Brain Eaters (1958)
American International Pictures released the Corinthian Productions film The Brain Eaters. This low-budget en leave was directed by Bruno Ve Sota written by Gordon Urquhart and produced by Ed Nelson, who also starred. Roger Corman was involved, but his name is not in the credit. Small, furry parasites from the center of the Earth arrive in a metallic cone inhabited by a bearded Leonard Nimoy and begin a plan of world conquest by attaching themselves to the backs of people’s necks and controlling their actions.Readers of science fiction will probably have recognized the central idea…as that of Robert A. Heinlein’s scary The Puppet Masters (1951). That novel was set slightly in the future, and the creatures that possessed people were slug like aliens from Titan. The storyline differed, but the idea of parasites riding on human shoulders and controlling their actions is clearly from Heinlein’s novel.

This wasn’t lost an Heinlein, and he sued for plagiarism, asking for damages of $150,000, claiming that The Brain Eaters was based on his novel The Puppet Masters. Corman insisted that he was unfamiliar with Heinlein’s work, both while reading the script and during the film’s production. He did, however, see the obvious comparisons once he read the novel, so he settled out of court for $5,000 and agreed to Heinlein’s demand that he receive no screen credit, as he found the film “wanting”. This lawsuit halted actor John Payne’s intention of producing a film based on Heinlein’s novel.

As Heinlein’s creatures were brought to life in the course of adapting the book, a scientific approach was taken. In working out the nature and appearance of the slugs, Engelberg put some of his medical background to use in working out a plausible biology for them.

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“Stuart asked me one day how the slugs travel when they’re not on a host,” he recalls. “I explained that they encyst themselves. They curl up in a little ball with a hard shell. and become like a spore. They could last forever that way. I was just making it up as I went along, but Stuart asked me to write it down. I wrote a short dissertation on the life cycle and habits of the slugs. In the picture, we do show the slugs in their encysted form, and you see them open up into their stingray form. It’s nice. I feel like I made a contribution to Heinlein’s story.”

Cannom’s shop built a variety of radio-controlled and cable-controlled slugs for the film. Molded from the same kind of soft silicone used in breast implants, the parasites have a shockingly lifelike appearance. “The creatures are amazing.” says Goyer. “They really look alive. I have a copy of some test shots that I’ve shown people, and the unanimous reaction is almost complete revulsion,” he laughs.

That revulsion was aided by Arbogast’s mechanical FX, which include the tangle of gigantic alien tentacles that hold victims in place within the mothership. Buena Vista Visual Effects, under the supervision of Peter Montgomery, completed the illusion by both subtracting from and adding to alien shots. Cables and puppetry rods that were visible on camera were covered up optically, and the slugs’ attack probes were added through computer animation.

“The difficult area was always how this thing was going to look,” says director Orme. “The main problem was that the creatures are small, and how do you make something small scary? I didn’t want to repeat spidery things running across the floor or bursting out of people’s chests. I wanted something frightening and elegant in its own way. because these are supposed to be very intelligent creatures that are good at what they do. Cannom’s outfit did a great job with what is essentially a piece of plastic. I thought we’d have to keep the cameras off them because they would look fake. but even on set, you could examine the slugs pretty closely and still get the creeps.”

The aliens ended up getting more screen time than originally planned, but Orme also wanted to make sure that the audience’s imagination remained engaged, and that he didn’t diminish the mystery of the sto giving too much away. “I thought about the Quatermass films,” he says. “The power of those films had much more to do with what you didn’t see.

Stuart Orme

Ralph Winter

Ted Elliott
Terry Rossio
David S. Goyer

Based on
The Puppet Masters by Robert A. Heinlein

Donald Sutherland as Andrew Nivens (The Old Man)
Eric Thal as Sam Nivens
Julie Warner as Mary Sefton
Keith David as Alex Holland
Will Patton as Dr. Graves
Richard Belzer as Jarvis
Tom Mason as President Douglas
Yaphet Kotto as Ressler
Sam Anderson as Culbertson
Patrick McCormack as Gidding
Marshall Bell as General Morgan
Nicholas Cascone as Greenberg
Bruce Jarchow as Barnes

Special Effects Department
Greg Cannom         special makeup effects
Ann Masterson        makeup department head
Keith VanderLaan  makeup effects supervisor: Cannom Creations

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