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The oral history of Andor’s prison, one of Star Wars’ most frightening creations

One way in, one way out

Matt Patches is an executive editor at Polygon. He has over 15 years of experience reporting on movies and TV, and reviewing pop culture.

Andor is a “grounded, gritty” reimagining done to actual perfection. Each week, creator Tony Gilroy and his collaborators have drilled down through the surface-level iconography of Star Wars — past the Skywalker saga and Boba Fett lookalikes — to find turbulent human drama unfolding in the shadow of the Empire. Gilroy first teamed up with Lucasfilm to tighten the screws of Rogue One, but each week on Andor, he’s brought Michael Clayton-levels of tension to the political maneuverings of the maturing rebellion. It’s astonishing to see, and it hits a peak with episode 10, a full-on prison break.

Strewn across three episodes written by Beau Willimon (House of Cards), Cassian Andor’s stint in Empire prison has been decidedly more haunting than even fans of the show probably predicted — try being a “fan” of Darth Vader after a group of enslaved prisoners break their bones on a worker line in hopes of receiving “taste” with their daily gruel. The success of the story, and the swell of emotion that comes with the prison break in episode 10, has everything to do with how the Andor team worked together to create the scenario, the set, and the players within.

Below, Willimon, executive producer Sanne Wohlenberg, and several of the craftspeople who led the design challenge of the prison deconstruct an hour of television that might be one of the best things I’ll watch in any medium all year.

[Ed. note: This story contains spoilers through Andor season 1, episode 10.]

Two guards wearing grey imperial uniforms and giant insulated sneakers lead Cassian Andor, in a white body suit with orange trim, down the stairs of an all-white prison Image: Lucasfilm

Beau Willimon, writer: Tony came into the room with a pretty extensive bible of what he wanted to do over the course of the season, and some of the story was much more worked out than other portions of it; there were some blank spots and things that needed to be figured out. He knew that he wanted to have a prison at some point after Aldhani, that it was important to see Cassian on the run trying to disappear, and then having to face the opposite reality. As to what that prison would be, what the story arc within it would be, the characters that would populate it, what kind of prison it would be, none of that had been worked out. That’s what we had to flesh out in the room.

Sanne Wohlenberg, executive producer: Working with Tony, in general, always starts right at the top. When you are in a galaxy far, far away, and you ultimately have to conceive everything and think about cultures and planets and what would they be, then you write quite specific action into it, which is really hard when you don’t know where they will be moving or how this building might be or how you go on the elevators.

TJ Falls, production VFX producer: The initial briefs for Andor that we got from Tony were [about] wanting the audience to feel immersed in the environment, wanting things to feel grounded and real, as though they’re in any other city. So for us, it was about how we brought Star Wars into a show without it being so specifically gratuitous in terms of Star Wars effects.

Willimon: Our chief concern, initially, was: How do we make a prison different than every other prison you’ve seen in every other movie? We asked very simple questions. “Is there a way to get rid of the bars in a prison?” “How do you have a prison that doesn’t have a ton of guards?” “If you don’t want it to be dank and dirty and damp and it’s the opposite — it’s bright and white and antiseptic — what does that do to it?” And then slowly but surely a prison story emerged.

Kino and Andor talk to each other from opposite sides of their doorless all-white cells, which are separated by an electricized floor Image: Lucasfilm

Luke Hull, production designer: The whole concept started with the prison not necessarily being a prison, but more like a labor camp. We don’t know what they’re making yet, but they’re making these parts. The main point of reference were things like clean rooms and labs.

Michael Wilkinson, costume designer: When Luke and I talked about the concept for the prison, we liked this idea of white costumes in a white space. It’s almost disorientating, both for the audience and for the prisoners themselves. It’s got this sterile, soulless, soul-destroying quality to it.

Willimon: There’s no specific thing to point to that was, like, [a real-world] inspiration for the prison. This was really Danny [Gilroy] and Tony and me and Sanne and Luke just jamming in a room, and the best ideas that emerged went up on the board.

Hull: Tony’s big story point was that the floor could be electrified, which informed these various clinical, white, clean materials of steel and white — and it’s probably one of our most Star Wars-y sets, in a way. When we started talking about what these three episodes should feel like, one of the big reference points was THX 1138. What we were trying to do generally with the show is make something a little grittier, a little more earthy, a little more character-based. Although [Star Wars and THX] are both George Lucas, there’s something about THX that I felt was a bit more Orwellian, and a bit more gritty than maybe just trying to go for a Star Wars aesthetic. There was supposed to be something more sinister about this prison. They were parts of the machine.

The top of a steel heptagon-shaped prison sticking out from the water, with two matching prisons sticking out in the background, in Andor
Prisoners in white and orange jump suits seen walking through a overpass corridor with waterfalls and other overpasses behind them in Andor Images: Lucasfilm

Willimon: By the time we exited the writers’ room, we had some givens: We wanted the prison to be hydraulically powered in a panopticon structure, like Alcatraz, where you would have to swim away. We knew that we wanted to have a labor force element. We knew we wanted electric floors, and very few guards. And we wanted some image at the end of all of these guys making their way up to the top and like diving out into the water. But as we moved into the outlining and script phase, there was a lot of conversations back and forth between me and Tony and me and Luke, and Tony and Luke, and me and Sanne, to figure out layer by layer the specifics.

Hull: The thing that was important [...] was to design the entire building, and the function of it. The day and the night shifts, where they go and where they get cleansed, how they cross from the outer ring to the inner ring and through to the factory floor, what’s in the core, where did the parts go, and even bits you will never see were all worked out to the end and modeled.

Wilkinson: We knew that we’d see a lot of uniforms, would see every last inch of them, worn by hundreds of men over many episodes, so we obsessed over every last square inch. We developed a fabric that had this wonderful, papery, disposable quality to it, so you got the sense that they were thrown away at the end of the day, then the prisoners were sterilized, and they got issued new uniforms. But we also leaned heavily into that world of ’70s graphics with some of the design that you see down the sleeves and the flashes of orange. The guards would always be able to see where the prisoners were because of the flashing orange and so had a practical origin. We liked the sense of alarm of orange in a white space, but it’s also a color that is very much part of the Star Wars color palette.

Hull: There’s a logic to everything. The plumbing within the prison walls could come into play.

Willimon: We actually talked about toilets. We had to ask questions sometimes, like, “Are you allowed to show a toilet in Star Wars?”

Andor hiding in the toilet stall in the all-white prison, poking his head out from around the exposed pipes Image: Lucasfilm

Wohlenberg: As Tony always says, we’re in the kitchen and not in the restaurant. [Andor is set] as this revolution forms, and we have these very ordinary people, ultimately, from all walks of life that find themselves caught in a peculiar situation. So the storytelling must bring you into back rooms and the home of Mon Mothma and the toilet of the prison. And it was in a way quite scary! I remember Luke saying, “What’s the Star Wars toilet gonna look like...?”

Hull: The toilet came in late for us! [laughs] I sort of cringe looking at it. But the idea behind everything is that, even beyond the walls, you can access the core and the innards of buildings. So we didn’t want to rely on CGI. All the tables had to be functional. All of the parts have to be functional. The hydraulics on the tables that bring the parts up all had to work, the thing that we nicknamed the jumbotron, which is the central giant overhanging droid all physically moved up and down. When you’re shooting at the rate that we shoot, I think it’s really important to have very interactive sets.

David Acord, supervising sound editor: The actual clunks and pneumatic presses and turns of the ratchets, all of those things, are stuff that was recorded. A good chunk of the weightiness of that is recorded using heavyweights, like at a gym. And then there’s some fabricated things in there, too; for the drill has this weird whrrrrr thing that we did. You’ve got to have at least one or two weird sounds in there to make it Star Wars.

Falls: The wonderful set built by our art department really provided [the VFX team] with a lot of the basis of what that prison was. The challenge was finding a way to juxtapose the beauty of the prison with the terror that’s actually happening inside. You’ve got these waterfalls, you’ve got the way the corridors intersect, and they work in such a way that you can see from one to the other, and yet there’s still not any real communication other than this sign language that the prisoners are able to use. And so it’s maintaining that sense of what the world is in a functional way, so that as we get to the prison break, and everybody’s working as hard as they can to figure out how the heck to get out of there, the journey that they take and the way that they get out makes sense throughout the entire geographic relationship of the prison. We wanted to maintain that continuity, that understanding, while also maintaining this horrible, brutal, beautiful architecture.

Prisoners in orange and white jumpsuits old their hands in the air below giant machinery as a new prisoner is escorted to the work area floor by way of a catwalk elevator in Andor Image: Lucasfilm

Willimon: When you get into an action sequence, like the one that you see in episode 10, it really does come down to moment by moment. “How high are these tables off the ground?” “Can you actually leap from the table to the elevator thingy that’s halfway down?” You start getting into the minutiae. So I might say to Luke: “Here’s a scene where I’d like to accomplish this, and this is generally what I’m seeing in my mind.” And he might then come back two days later, with a 3D rendering, where I go, “Oh, that works. That’s great. But what if this catwalk was over here? Because then I can have this character go there.” And then he might say, “Well, the reason I didn’t do that is because of X, have you thought to maybe go with this route?” And yeah, I could write toward that.

Hull: We started with everything based on nines, and then went down to seven for various reasons, so within Narkina there are seven prisons, and seven floors on every prison, and you don’t necessarily get it from watching those brief moments of other floors, but they’re making different parts on every floor. So they are essentially mass producing something. The whole structure of the prisons is like an inverted panopticon, and the organic humans are disposable parts of the machine.

Kino Loy (Andy Serkis), still in his white and orange trimmed prison jumpsuit, yells into a microphone commanding his fellow prisoners to leave Image: Lucasfilm Ltd.

Willimon: Tony leads the charge and ultimately does a pass and polish on everything, so I can’t take full credit for [Kino Loy], but here’s some insight into how he came about: [Cassian’s] goal was to just disappear with money in his pocket. What the prison forces him to do is confront the oppression of the Empire in a completely unavoidable and seemingly inescapable way, and it’s going to maybe change his feelings about where his place in the Empire is and taking action. At first, this is just a guy who wants to get out of prison, you know, it’s not necessarily ideologically, he just wants freedom. And we needed someone to represent complicity within the prison that would, on a very functional level, be almost like a tour guide. You need to have some authority figure.

But isn’t it interesting if that authority figure is one of your fellow inmates, and he’s complicit in what the Empire is doing? And he has a journey of his own, where he goes from that complicity in that delusion of hope toward freedom at the hands of the Empire to essentially becoming a rebel, right over the course of three episodes. That’s part and parcel for what Andor’s journey will be during the course of this entire series. And it flips the tables where Andor becomes [Stellan Skarsgård’s] Luthen. He’s the one recruiting this guy.

So that character is starting to develop as having a real depth and a real arc. And it made sense by the end of it, that the guy who had been a leader on the floor of his factory room should also be the leader of the breakout. Andor is smart enough to realize that this is a guy who always has authority and that people will trust and, and so rather than getting on the PA, he recognizes, if we really want to succeed, it’s got to be Kino. And that, you know, that’s really fun, because you get to create a starring role for this guest on the show and give that moment to him. And of course, Andy Serkis knocked it out of the ballpark.

We were just trying to, within the logic of this world and this franchise and this particular corner of it that Tony had crafted, find what made the most sense for our story in our characters at this given point in the narrative trajectory. And that’s all we were really trying to do, not necessarily trying to comment on the larger world or draw from the real world or anything like that. Any interpretations that people want to make, or any comparisons that people want to make to things in the real world is interesting. That’s hopefully what good writing does is open up the possibility for those conversations and debates. But we were much more like plumbers than we were professors.

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