Crew Expendable: The making of Alien 3

Alien 3 starring paul mcgann
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Co-star Ralph Brown talks to us about his memories of starring in 1992’s Alien 3, working with David Fincher, clashes with Sigourney Weaver, and its lengthy shoot.


This article first appeared in Film Stories issue #50.

Francis Aaron wasn’t supposed to die. Or at least, that’s what British actor Ralph Brown thought when he first signed up for the role in Alien 3. A 30-something actor who’d been busy in film, TV and on stage since the early 1980s, Brown was a fan of Alien – Ridley Scott’s 1979 sci-fi horror – so when he was invited to audition for the second sequel in late 1990, he was excited at the possibility of landing a part.

Via his agent, Michael Foster, Brown had heard a few things about the otherwise secretive project that had been in development for around four years at 20th Century Fox. Mainly, that it was supposed to be set in some form of off-world penal colony. On learning this, Brown decided to get a haircut.

“When I discovered that Alien 3 was set in a prison,” Brown tells us, “I went to my favourite barber’s shop in Soho – which was called Fish on D’Arblay Street – and they gave me a number four [buzz cut]. It isn’t a skinhead, but it’s not long by any means.”

The new look didn’t please the Royal Shakespeare Company (he was acting in a play called Earwig at The Pit theatre at the time), but Brown often liked to get into character for his auditions. When he was up for the role of Danny in writer-director Bruce Robinson’s cult comedy classic Withnail & I, Brown showed up in nail varnish and eyeliner. Robinson was taken aback, but Brown got the job.

Brown’s Alien 3 audition took place at Pinewood Studios, where Brown was introduced to the first-time filmmaker David Fincher. Still in his 20s, Fincher had previously made his name as a director of commercials and music videos – among them the promo for Madonna’s hit single, Vogue. Fincher, it turned out, was a big fan of Withnail & I, and had invited Brown to audition specifically because he loved his performance in it.

“I was given some pages to read for David,” Brown says. “Ezra Swerdlow [Alien 3’s executive producer] was there. I read some scene or other, I can’t remember what it was, but it wasn’t Aaron… we shook hands, I said, ‘thanks very much’ and went.”
After Brown left, Swerdlow said to Fincher: “When’s that guy from Withnail coming in – the drug dealer? I’m looking forward to meeting him.”

“That was him,” Fincher replied.

A week later, Fincher called Brown back in, pressed a copy of the script in his hand and said: “Go home and have a read. Tell me which role you’d like to play.”

Brown chose the character of Aaron, who in that draft was a prison guard and family man in an off-world correctional unit. When Ripley crash-lands on the planet, unknowingly bringing a deadly xenomorph with her that steadily murders its way through the planet’s population, Aaron was the only character who lived to the last page of the script.

“I chose Aaron because he survived in the draft I read,” Brown says. “Of course, that wasn’t to be. There were many, many bumps in the road after that…”

Alien reborn

Alien 3 had already been in the works for several years before Ralph Brown went for that fateful audition in 1990. Right after James Cameron’s Aliens became a huge hit in 1986, producers at 20th Century Fox began thinking about how they could extend the saga beyond the film’s natural conclusion. Lieutenant Ellen Ripley (Sigourney Weaver) had survived a brush with the xenomorph in the original Alien, and had confronted it on her own terms in Aliens; the film ended with her back in cryosleep, having faced her nemesis and been rewarded by fate with a family of sorts: Colonial Marine love interest Dwayne Hicks (Michael Biehn) and young survivor Newt (Carrie Henn, who was just nine at the time of filming).

Not everyone was excited about making a third Alien film, however. Producers David Giler and Walter Hill were initially reluctant to continue the franchise. James Cameron went on to make The Abyss in 1989 and Sigourney Weaver resisted offers to return as Ripley.

Still, a revolving door of screenwriters attempted to come up with their own concept for Alien 3 from around 1987 onwards. Some tried to write around Weaver’s absence by having her character remain in cryosleep, with the action focusing on Hicks or Newt instead. Cyberpunk novelist William Gibson wrote a draft that involved a war between Weyland-Yutani forces and a group of militant communists on a colossal space station. A genetically modified strain of xenomorph was thrown into the mix, capable of emitting a gas that mutated its victims.

The Hitcher screenwriter Eric Red’s attempt at a script was even more strange, with its pages containing descriptions of alien-chicken hybrids and a xenomorph being chopped up with a chainsaw. And as the scripts piled up, directors came and went. Renny Harlin was attached for a while, but grew tired of waiting for a production date and went off to make Die Hard 2.

By the end of the 1980s, Alien 3 was still in limbo. David Twohy (Critters 2) had written a script that first floated the idea of the action being set in some kind of prison colony. Rather than try to work with the continuity set by Aliens, it introduced an entirely new cast of characters. It was around this time, however, that 20th Century Fox president Joe Roth handed down an order to the film’s producer: they had to get Sigourney Weaver back. The production wouldn’t be greenlit without her.

While 20th Century Fox began its campaign to tempt Weaver into the fold (she eventually settled on a salary of $4m, plus a producer role and a share of profits), Walter Hill stumbled on a promising filmmaker – Vincent Ward, a director from New Zealand who’d garnered attention at Cannes with his 1988 film, The Navigator. At first, Ward was given a blank cheque to make a stylish, surreal sci-fi fable in the mould of that earlier film: he imagined a space station made of wood, filled with monks who abhor modern technology. When Ripley shows up, bringing the xenomorph with her, they regard the monster as an incarnation of the Devil.

Several producers were uneasy about Ward’s ‘artsy-fartsy’ idea of a wooden planet, however, and demanded that the concept be abandoned in favour of the prison colony dreamt up by David Twohy. With studio and filmmaker at an impasse, Ward was fired in late 1990.

Seemingly determined to make Alien 3 happen, even without a director or a finalised script, 20th Century Fox had set a date for production to begin: 14th January 1991. It would then be expected to be completed by the following spring – a tight turnaround, particularly for a sci-fi horror with complex visual effects. The air of haste was such that production designer Norman Reynolds had already begun building sets for the planet Fiorina ‘Fury’ 161 and its prison at the start of the year. Effects studio Amalgamated Dynamics had also begun crafting various models for the xenomorph in its various forms.

It was into this chaos that David Fincher entered the story at the start of 1991. Young and confident, he’d immediately won Sigourney Weaver’s favour when he suggested in an initial meeting that Ripley should have her head shaved for the film. Although he’d never made a feature before, he’d worked as a matte artist at Industrial Light & Magic while he was still a teenager, and had set up his own commercials company, Propaganda, while in his early 20s. Ridley Scott’s Alien was also one of the movies that inspired him to get into filmmaking.

The offer to make Alien 3 therefore sounded like an unmissable opportunity – even if millions of dollars had already been spent on it before he’d showed up, and Fincher only had a matter of weeks to get a shooting script together. The production proved to be “awful,” Fincher later admitted. He called it: “The worst thing that ever happened to me.”

Cold (dis)comfort

As filming got underway on an icy January day in 1991, the set of Alien 3 looked like a who’s-who of British acting talent. Ralph Brown was joined by his Withnail & I co-star, Paul McGann (Fincher had also wanted to hire Withnail actor Richard E Grant, but his producers refused to let him); Brian Glover had been hired to play prison warden Andrews; Charles Dance was to play Clemens, a medic and love interest for Ripley. Rounding out the cast of inmates were the likes of Pete Postlethwaite, Clive Mantle and more besides. Aside from Sigourney Weaver, the only other American actors with major speaking roles were Charles S Dutton, who played Dillon, the de facto leader among the inmates, and Lance Henriksen, who reprised his role of Bishop from Aliens.

The cast lent the film an eclectic range of regional accents, though this was more by accident than design; with only a matter of weeks to cast Alien 3 before shooting began, Fincher didn’t have time to find British residents who could put on a convincing American drawl.

Three days into filming, Brown found a new draft of the script had been slipped under his changing room door. Flipping through the pages, he noticed his character had also changed: no longer was Aaron the ordinary family man Brown had agreed to play – he was now an obsequious sycophant who follows Andrews around and is openly mocked by the facility’s inmates for his low intelligence.

According to Brown, the decision to change his character came from Sigourney Weaver, who seemingly didn’t want his character to be more likeable than Ripley.

“The character was changed because Sigourney was paranoid about being unsympathetic,” Brown says. “David [Fincher] felt that because she was going to die at the end that it was going to be tricky for the movie if the audience only identified with her, which they had in the first and second one.

“[Fincher] wanted the audience to spread their affection out among other characters… The script didn’t have that hope, so he wanted to fiddle with it a bit, and one of his fiddles was to have some sympathy for Aaron, because he’s a family guy. Sigourney got wind of this, didn’t like it, and so did the opposite.”

[Note: Sigourney Weaver declined to be interviewed for this article.]

Brown’s diaries from the period, later published on his personal blog, paint a picture of anxiety and paranoia on the set. On the 18th of January, Brown had a meeting with writer-producers Walter Hill and David Giler at a London Hotel, where Brown initially attempted to have his character returned to the version he’d signed on to play.

“I’d already shot three scenes by then,” Brown tells us now. “For me, because I want to protect my performance above and beyond anything else, I felt I had something to defend. If it was some theoretical change of character before we started work, you can offer things, but at the end of the day it’s not your decision. If you’ve already gone on film and done 25 takes, which Fincher likes to do, playing who you think Aaron’s being, and all of a sudden they say, ‘Actually, he’s really stupid and people are taking the piss out of him and he’s the butt of jokes.’ ”

The meeting had little effect. Fearing for his job, Brown relented and accepted that, from this point on, his character’s nickname in the film would be 85 – a reference to his low IQ.

Hill, clad in mirrored shades, also said something to the effect of, “Don’t end up like Veronica Cartwright,” referring to the actor who played the fractious ship’s navigator Lambert in Alien. To this day, Brown is uncertain about what Hill meant.

“I think parts of her performance were cut out of Alien,” Brown says. “Not that that’s unusual – that’s what filmmaking is… I wasn’t quite sure what [Hill] meant, but it was like his secret. A secret threat, you know? I didn’t ask him to elaborate.”

Brown quickly realised he was in the middle of a battle of wills between two or more factions, all of whom had some input over what went into the script, which was still being rewritten by Giler and Hill as cameras rolled in mid January. Weaver also had a major input into what went into the plot; that Ripley would be killed off at the end of the film was at her insistence, as was her character’s love scene with Clemens.

“There was the Walter Hill, David Giler, Sigourney Weaver axis – powerful people,” Brown says. “And then there was the David Fincher, 20th Century Fox kind of camp who were not so powerful. Suddenly I was caught in the middle of some punch-up that I didn’t really welcome. I was made to understand that it was ‘crew expendable,’ basically – and that included me.”

For the first month of filming, Brown recalls a tense atmosphere on set. The script was rewritten almost daily, and every so often, a rewrite would introduce some new, ignominious end for Aaron, like a character in an Edward Gorey tale. In one version, Aaron was slaughtered by the xenomorph; in another, he fell into a vat of lead; in still another, he had his throat slashed by McGann’s character, Golic. Eventually, Aaron would be gunned down by Weyland-Yutani troops in the film’s dying moments.
“The first month, everyone was completely paranoid,” Brown recalls. “Because of Sigourney’s vibe and because of the Fox vibe, and because of the amount of money that’s around. And it’s a horror film – a scary film. I remember saying one day, ‘If we’re making a horror film, does it have to be horrible? Or can we have fun making a horror film?’ ”

To the best of Brown’s recollection, while Weaver also gave Charles Dance “quite a hard time as well,” no other character in the film was rewritten as much as Aaron was. In a 6th February diary entry, Brown wrote that he mentioned to Weaver that his death in the film had been rewritten five times within the past few weeks; according to Brown, Weaver tartly replied: “I asked them to kill you off on page ten.”

“She was giving me a hard time when we had to do work together,” Brown says now, “because she felt threatened. I didn’t understand at the time because it was my first big [role]. I thought she was just being horrible, but in Hollywood there’s only one winner. It’s like gladiatorial combat, making a film, and the stars don’t want anyone to look too good in the supporting parts.”

Brown also notes that the production placed a lot of demands on Weaver. As well as leading a film that was being written even as scenes were shot, the plot demanded she have her head shaved, be clad in grubby clothes, and wear an uncomfortable contact lens to give her a bloodshot eye in several early scenes. One lengthy sequence – edited out of the film’s theatrical cut – required her to lie scantily clad on a freezing cold County Durham beach for multiple takes.

“She had her head shaved and she had muck and dirt put on her every morning, and she wasn’t the most glamorous she’d felt in her career,” Brown says. “I understand. Now I understand what was happening a bit more. But at the time I felt under attack every time I went to work.”

Fincher wasn’t having an easy time on set, either. Executives and producers were commonly hanging around, questioning Fincher’s decisions or demanding yet more script changes – and with each change, the already large budget kept creeping up ever further. In an attempt to get things under some sort of control, Fincher had flown in writer Rex Pickett to rework Giler and Hill’s script; but Pickett was soon fired, and eventually, the bill would reach an estimated $50m.

Over 30 years later, Fincher is still reluctant to talk about Alien 3’s production, and frequently avoids the subject altogether. About a year after the film’s release in 1992, though, BBC journalist Mark Burman talked to Fincher for almost an hour about its tortuous production. Published in the first issue of a short-lived magazine called Imagi-Movies, it was perhaps the last time Fincher talked in much depth about his experience, at least publicly.

“The lesson to be learned,” he told Burnham, “is that you really can’t take on an enterprise of this size and scope if you don’t have a movie like Terminator or Jaws behind you. When Steven Spielberg comes in and says, ‘I made Jaws, the biggest-grossing movie of all time and I want $18 million to do Close Encounters,’ which is probably the equivalent to what we spent, it’s very nice to be able to say, ‘This is the guy who directed the biggest-grossing movie of all time. Sit down and shut up, and feel lucky that you’ve got him.’

“It’s another thing when everybody’s wringing their handkerchiefs and sweating and puking blood because of the money that’s being spent and you’re going, ‘Trust me, this is what I really believe in’ and they turn around and say, ‘Well, who the fuck are you? Who cares what you believe in?’ ”

Fincher also recalled the day when, in the middle of filming one of the film’s fiery action sequences, his idol Ridley Scott paid an unexpected visit.

“In he walked with his silk suit and one of his big, Cuban cigars, looking fabulous,” Fincher said. Looking around at the vast, dimly lit sets, Scott asked how things were going and Fincher replied, with disarming honesty, “Really bad.”

Shutdown

Despite the pressures of steering a debut movie constantly on the cusp of running out of control, Fincher was an approachable, personable director who got on well with his cast according to Brown.

“We loved David,” Brown says. “David was funny and really down with the actors. He wasn’t paranoid or weird. He was very easy-going. We were just doing it for him, really, and that gave us a lot of joy.”

One day, the director confided to Brown: “I’m deliberately shooting it with long tracking shots so they can’t take it away and cut into it.”

“That was his theory,” Brown says; “that his beautiful film would get cut to bits. And he shot it so they couldn’t.”

Approximately six weeks into filming, with production running behind schedule – partly due to all those rewrites, but also because of Fincher’s demand for multiple takes – another expensive decision was made. Four separate units would film different scenes simultaneously and, as a result, every actor had to be on set, in costume, every single day. Inevitably, this meant that, once the cast had arrived at Pinewood for costume and makeup at seven each morning, there was a lot of waiting around.

“You’d be standing by in the dressing room for the rest of the day,” Brown recalls. “People would be playing backgammon. We used to wander around Pinewood and all sorts of other things. A lot of the time I was hanging out with Brian Glover, who was my cellmate next door, listening to his life story, which was pretty fascinating.”

At one point, Brown and the rest of the cast were roaming the Pinewood lot and discovered Kylie Minogue shooting a pop video for her song, Shocked. Perturbed at all these rather large, bald actors clad in filthy prison outfits, Minogue quietly asked her security to have the rabble leave the set.

One day in early February, Alien 3’s original cinematographer Jordan Cronenweth, who was too ill from Parkinson’s to continue filming, had to leave the production. He was replaced by seasoned director of photography Alex Thomson, who’d shot Ridley Scott’s fantasy Legend at Pinewood a few years earlier.

“It’s a portent, Ralph,” Glover told Brown. “I wouldn’t be surprised if this film doesn’t get finished.”

Glover’s prediction wasn’t too far off the mark: the production did end before the film was completed. In June 1990, following five gruelling months of shooting, the decision was handed down from Fox executives that Fincher had to stop. The Pinewood production would be wound up, the footage captured so far edited together and assessed, and any gaps could be filled in with later reshoots in Los Angeles.

Editor Terry Rawlings flew over to Hollywood and, for about six months, sat and worked up a three-hour rough cut of what Fincher had shot so far. When screened for Fox executives, the response was less than ecstatic. An autopsy sequence involving the deceased Newt was considered too graphic and was heavily cut down. The original idea of having the xenomorph emerge from an ox was also scrapped; a new scene was shot in which the alien’s host is a dog. Fincher later said that several sequences he considered important were excised following a later screening for the public.

“A test screening audience of 18-year-olds in Long Beach, California decided that they weren’t interested in what happened to Golic,” Fincher told Mark Burman. As a result, the director said, “a whole subplot was lost to this day that I feel is very important and certainly answers a lot of the critics’ questions about my inability to tell a story.”

In the original script, Fincher said, the mentally troubled Golic (Paul McGann) became convinced that he and Ripley were Adam and Eve, and that the xenomorph was slaughtering everyone else in the facility except them because of some unknowable divine plan.

“That idea basically got cast aside because it was considered to be too strange,” Fincher said. “But that was the whole idea – why is the alien killing everybody off? The one deluded point of view in the whole thing is that it’s weeding [out] all the human refuse to leave Golic and Ripley.”

Like many of Fincher’s ideas, the plot detail was excised from the finished film; in fact, McGann’s character suddenly goes missing in the second half of Alien 3’s theatrical cut. The sequences where he frees the xenomorph, which had been trapped in a chamber by the other inmates, were later restored in a 2003 Assembly Cut, but the quasi-religious motivation was still missing.

Months later, in November 1991, Brown and several other actors – including Pete Postlethwaite and Paul McGann – were flown out to Hollywood to shoot new scenes. By then, Brown’s hair had grown and he’d begun work on Neil Jordan’s crime thriller, The Crying Game. Unable to shave his head again, Brown instead had to ensure that Aaron kept his cap squarely on his head at all times; “You can actually spot the reshoots if you go frame by frame, because you can see the long hair underneath the cap just peeking through,” Brown tells us.

Similarly, Weaver’s hair had also grown back; if Fox wanted her to shave her head again, she said, then she wanted a $40,000 bonus on top of her already huge salary. Refusing to pay up, Fox instead spent $16,000 on making a thin prosthetic headpiece that matched Weaver’s hair from earlier in the year.

Brown recalls that the production needed “about half a dozen shots” in order to make different parts of the film work; the most extensive reshoots, however, affected Alien 3’s ending. Impregnated with a xenomorph Queen, and cornered by Weyland-Yutani soldiers, Ripley opts to sacrifice herself rather than allow the creature to be captured by the corporation.

As originally shot, Ripley simply fell backwards into a blazing furnace. Test audiences, however, wanted something more dramatic – and against Fincher’s better judgement (in the face of fears from some that the original scene might be too close to Terminator 2: Judgment Day), the climactic scene was reshot so that the chestburster emerged from Ripley just before she met her fiery death.

“I didn’t want to have the alien come out,” Fincher said in 1993. “Originally [Ripley] falls backwards, standing on the gantry… I never felt it was necessary to show the creature. [But] we showed it to preview audiences and it was voted that we would do this.”

Fincher added that a pivotal shot, looking down on Ripley as she falls into the burning lead, was shot “four days before the film opened,” which explains why an otherwise dramatic sequence looks so rough around the edges. Fincher himself described it as “a completely different mess. I don’t know if it works.”

The reaction among the cast to Fincher’s cut was more positive. Brown recalls that, while the film was still in early post-production, Fincher had invited Brown and several other mainline actors to watch it in a small screening room.

“He’d put some Aaron Copland music over it, and it was majestic,” Brown recalls. “A brilliant piece of work. The film we saw at the premiere in Los Angeles didn’t really bear any resemblance to it; it was hacked to pieces.”

To the end

Weeks before Alien 3’s May 1992 release, the film was essentially taken away from Fincher and recut without his involvement. Several minutes were cut out, many of them intended to establish characters or generate atmosphere, in order to get to the action more quickly. For Fincher, it was the final blow following an already brutal production; Brown recalls seeing the director at the premiere “being brave and pretending he was having a good time, but he wasn’t really.”

Released on May 22nd 1992, Alien 3 didn’t do badly financially, though critics rounded on the sequel for its gloominess and lack of suspense.

“I think audiences find it pretentious and ponderous and resent the fact that it’s not a scary-scare movie,” Fincher conceded. “It’s a queasy scare movie.”

Viewed today, Alien 3 clearly bears the scars of its difficult birth. Even in its longer Assembly Cut (which Fincher wasn’t involved in) its chase sequences are sometimes murky and difficult to follow. The xenomorph appears to change in size from angle to angle, with its actor-in-a-suit shots not quite matching the rod puppets used elsewhere. Its choice of survivor is also quite strange: instead of Aaron – one of the central characters – Giler and Hill chose the prisoner Morse (Danny Webb) as the lucky one to make it out.

All the same, Alien 3 is still of a piece with Fincher’s later work: you can see his mastery of lighting and composition, and his ability to tell a story in one stark, striking image. It’s telling that, although Alien 3 wasn’t as acclaimed as the first two, its shot of Ripley cowering from the xenomorph, its fanged, glistening head in profile, is among the most iconic in the whole franchise.
Even in 1993, when Fincher was still processing the fallout from his debut, he seemed to realise he’d made something of worth, flawed though it was.

“I’m so happy with the monsters, the SFX, the look of the film, the performances, and what people were able to do with whatever minimal prep they had,” he told Burman. “I don’t want to seem ungrateful. I’m not embarrassed by the film.”
In the aftermath of Alien 3’s trial-by-fire making, Brown and Fincher remained close friends for a time. Once work on the film finally ended, Fincher convinced Brown and his wife Jenny Jules to move to Los Angeles, where the actor spent several years working and auditioning; in 1993, Brown landed a supporting role in Wayne’s World 2, playing Del Preston – a riff on his old Danny character from Withnail & I.

Brown and Fincher hung out together in West Hollywood for a couple of years, with the director, still stung by Alien 3, pondering his next move. At one stage, he’d contemplated making a film version of British TV series The Avengers, possibly with Charles Dance as dapper spy John Steed; that film would eventually be made by Jeremiah S Chechik, and has a tumultuous production story of its own.

For a while, Fincher had even considered quitting the film business entirely.

“He was licking his wounds, really,” Brown recalls. “That two years, when we were hanging out together in Los Angeles, he was very, very disappointed.”

Then, one day, Brown was sitting in Fincher’s apartment when the filmmaker produced a script for a thriller called Seven. Originally, Fincher had wanted Brown to play John Doe, but alas, it wasn’t to be; Brown struggled at his audition, and the part eventually went to an uncredited Kevin Spacey. Produced by New Line and released in 1995, Seven was a critical and financial hit, and a much-needed course-correction for Fincher.

The film and those that came after were, Brown says, Fincher’s “revenge” for the nightmarish production on Alien 3.

“They’re very dark on the whole, his films, and cynical,” says Brown. “Kind of ruthless.”

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