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Video Rewind tells the BTS stories of VHS favorites, one rental at a time! Press play and adjust your tracking for “The Puppet Masters”.


Combining the rise in UFO sightings following World War II (the most popular being the 1947 “flying saucer” crash in Roswell, New Mexico), with the looming threat of a communist presence in the U.S. known as the Red Scare, provided a chilling theme for science fiction invasion stories of the 1950s. Both books and films experienced a boom in the visitors-from-outer-space genre, with otherworldly beings looking to take over and control the population of Earth.

A few notable works include the movies The War of the Worlds (1953), Invaders From Mars (1953), and Invasion of the Body Snatchers (1956), which was adapted from the popular 1954 novel “The Body Snatchers” by Jack Finney.

Both Invaders From Mars and The Body Snatchers utilize the idea of aliens taking over individual people, by either duplication or mind control. This idea of sameness and a lack of individualism was the ultimate threat to a free country like the United States, and something the Cold War rival Soviet Union forcefully embraced through communism.

While The Body Snatchers is by far the most popular example of this, its thematic roots lay in a work that pre-dates it by three years, a 1951 novel called “The Puppet Masters” by Robert A. Heinlein.

The story, which told of parasitic alien slugs that controlled the minds of humans, originally appeared as a serial in the 1951 September, October, and November issues of Galaxy Science Fiction magazine (much like The Body Snatchers in Collier‘s magazine in 1954). But unlike its instant-classic follower The Body Snatchers, The Puppet Masters didn’t get the chance to take advantage of the UFO-Red Scare craze in 1950’s movie houses.

Instead, the film adaptation of The Puppet Masters would take 43 years to happen, and according to screenwriter Terry Rossio, “the film is piss-poor terrible.”


In 1990, Terry Rossio and his writing partner Ted Elliot wrote a screen adaptation of the Edgar Rice Burroughs novel A Princess of Mars. The executives at Disney were very pleased with the script and John McTiernan, one of Hollywood’s hottest directors at the time after Predator and Die Hard, was set to direct.

The film seemed destined to be a hit, and the studio was eager to work with Rossio and Elliott on another project. Being fans of the 1951 novel, the duo pitched The Puppet Masters to executive producer Dr. Michael Engelberg (an oncologist at Cedar-Sinai in Los Angeles), saying “there are whole sequences we can use straight from the book. We can get a great script done pretty fast.”

Disney liked what they heard and bought the rights to the book.

Ricardo Mestres, then president of Hollywood Pictures, a division of Disney and production company behind The Puppet Masters, commented after reading the script that “it doesn’t work on any level.” Rossio said he and Elliot “were dumbfounded.” “Our screenplay was the same story we pitched, which was the same story of the outline we turned in,” said Rossio. “It was also the same story from the book they’d just spent so much money to own.”

Rossio and Elliot soon found out that Mestres never actually read The Puppet Masters novel. Upon finally reading it, Mestres didn’t care much for it, concluding that Rossio’s and Elliot’s script “stayed too close to the book.”

The first red flag was Mestres recommending the aliens travel to Earth through spores instead of spaceships, claiming spaceships were too 1950s. Rossio and Elliot left Mestres with the suggestion that the spore idea was dangerously similar to Invasion of the Body Snatchers before the writing duo was off to do a rewrite of Aladdin, Disney’s next big animated feature.

At this point, Mestres at Hollywood Pictures was looking for writers to do a rewrite of The Puppet Masters, fashioning a script that was more to his liking.

Engelberg convinced Rossio and Elliot to do the rewrite, something they weren’t thrilled about. But Rossio and Elliot figured if someone was going to rework their own script, it might as well be them instead of other writers not as passionate about the project.

The script was reworked, and with notes from Mestres, the new version would shoot on a more reasonable budget. The only problem now was that Engelberg was not happy. Having been a huge fan of science fiction and Heinlein’s novel his whole life, Engelberg was depressed to see the new script lose a lot of what made the novel so good in the first place.

According to Rossio, the new script “just wasn’t Robert A. Heinlein. And that’s what Michael really wanted to see.”

New writers were brought in, James Bonny and Richard Finney, in an attempt to incorporate more of the original source material into the latest version of the script. At the same time, Rossio and Elliot were instructed to revise their original script (the one they preferred anyway), presumably to address budget concerns. After the two separate rewrites were completed, whichever one Mestres liked best would be the final product.

All the while, Rossio and Elliot were distracted from their Puppet Masters rewrite because of their current work on Aladdin, and they thought their script was doomed when they found out that Mestres hired Toy Soldiers director Dan Petrie to helm Bonny’s and Finney’s version.

Then Abel Ferrara’s Body Snatchers remake was announced at Warner Brothers, starring hot newcomer Gabrielle Anwar.

Not only was this a similar work of science fiction with similar alien invasion themes, but the setting of the remake would be on an air force base. This was problematic because Bonny and Finney set their Puppet Masters re-write (at Ted Elliot’s original suggestion), on an air force base instead of the small town in Iowa.

This is when Engelberg pleaded with the studio to allow The Puppet Masters script to be closer to the original novel, a plea that Disney CEO Michael Eisner agreed with. The Bonny-Finney script was scrapped, Petrie was out as director, and David Goyer was hired to rewrite Rossio’s and Elliot’s revised original version, and Hollywood Pictures finally had a shooting script for The Puppet Masters.

Hired as director was Stuart Orme, whose resume included music videos for Phil Collins and Whitney Houston, as well as several episodes for various television shows.


Orme’s only other film credit as director was a family adventure movie called The Wolves of Willoughby Chase, released in the UK in December of 1989. As is the norm in Hollywood, Orme brought on two new writers of his own (Neil Pervis and Rob Wade), to once again rewrite The Puppet Masters script.

“The saying in Hollywood,” said Pervis, “was ‘if it’s Sphinx,’ which was [Hollywood Pictures’] logo, ‘it stinks,’…all their films were bad.”

(To be fair, Hollywood Pictures did release Tombstone, The Hand That Rocks the Cradle, Quiz Show, and The Rock, to name a few solid films).

Pervis and Wade would recall the writing process at Hollywood Pictures as less than ideal, with Wade claiming “they worked us like dogs.” Their rewrite for The Puppet Masters was a very frustrating experience. Quite often scenes would be discussed well into the night, with the studio executive asking for a few versions of it by the next morning. “It was awful,” concluded Wade.

Unfortunately for Pervis and Wade, their “awful” experience rewriting The Puppet Masters was all for nothing.

This time, it was Disney chairman Jeffrey Katzenberg who wasn’t a fan of the shooting script that Orme and Pervis and Wade presented. Katzenberg pushed production back one month and ordered Goyer to be re-hired to work with Orme on a script that was closer to the story Heinlein presented in his 1951 novel.

At long last, after more than two years and nine writers, The Puppet Masters finally had a shooting script.

With all the script rewrites and reworking finally out of the way, the studio began its search for a cast.


Leading the cast would be screen veteran Donald Sutherland.

Sutherland was highly respected in Hollywood and very familiar to audiences having starred in such critically acclaimed hits as MASH (1970), National Lampoon’s Animal House (1978), and Ordinary People (1978). With his tall, slender frame and sharp, distinctive features, Sutherland was an effective choice to play lead agent Andrew Nivens.

This new role in The Puppet Masters would find Sutherland leaving his mark on the parasitic alien invasion sub-genre having also starred in the 1978 (and arguably best) version of Invasion of the Body Snatchers, the two most influential works on the subject.

Sutherland’s supporting agents and castmates would be Julie Warner and Eric Thal as agents Mary Sefton and Sam Nivens, son to Andrew Nivens.

Although Thal, who left college after one year to pursue acting, was a relative newcomer in Hollywood, his star was rising rapidly in the early 1990s. With only three film credits prior to The Puppet Masters (one opposite Sutherland in Six Degrees of Separation), Thal burst onto the Hollywood scene in 1992 when four-time Academy Award-nominated director Sidney Lumet (Dog Day Afternoon, Network) auditioned him to play a supporting role in his new film, A Stranger Among Us.

Lumet was so impressed with Thal that he instead cast him in the lead role opposite red-hot Melanie Griffith.

Unlike Thal, by 1994 Julie Warner had been in the business for over a decade. Attending the Dalton School in Manhattan during her early teenage years (where she met and became friends with fellow ’90s star Mary Stuart Masterson), Warner was urged to audition for the film Pretty Baby in 1978. While she didn’t get the part (it went to Brooke Shields), Warner would end up on the popular soap opera Guiding Light a few years later. She would spend the rest of the 1980s appearing on popular TV shows such as 21 Jumpstreet and Star Trek: The Next Generation.

In 1991, her career would receive a big boost when she starred in the summer hit Doc Hollywood with Michael J. Fox. Warner’s success would continue in 1995 with the hit Chris Farley comedy, Tommy Boy.

With the alien-hunting agents in place, filming on The Puppet Masters began in Fresno, California (doubling as small-town Iowa), during January of 1994.


The story would follow agents Nivens, Nivens, and Sefton who, after the previous agents never reported back, travel to a small town in Iowa to investigate an alleged crash landing of a UFO.

What they discover is a town devoid of normal human behavior, replaced instead with emotionless, blank-faced people. When the agents find out that alien slugs are attaching themselves to the population and controlling their every move in an effort to take over the entire human race, the countdown begins for the agents to stop the invasion before it’s too late.

Warner (who admitted she had “never heard of Heinlein”), recalls someone on the production “really championing” the film, presumably producer Michael Engelberg. Warner, along with co-star David Keith, would also recall very little script changes during filming, a clear sign in Hollywood that the director and head of the studio were on the same page. And for The Puppet Masters, that was quite the achievement considering its rocky road to solidifying a shooting script.

Warner’s Mary Sefton knew something was wrong right away when the agents visited the UFO crash site and a few of the local teenage boys — who are charging a dollar to see the crashed “UFO” (clearly man-made to take advantage of the situation) — didn’t look Sefton up and down when they met, not even when she exposed more cleavage by undoing an extra button on her blouse. When another man at the local TV station doesn’t take advantage of the same glimpse of Sefton’s purposely exposed cleavage, Andrew Nivens is also convinced that something is wrong.

This conclusion based on such a fleeting observation comes across as silly and feels a little less than earned. On the other hand, not to notice a woman like Julie Warner could (could meaning would), indicate that the non-looker is indeed from another planet.

Early on, it appears as though director Stuart Orme is making an action film, with a number of sequences involving gunplay and fistfights accompanied by music that is meant to inform the viewer that they’re watching something exciting.

When The Puppet Masters settles into the discovery of the invasion about 30 minutes in, the film shifts to a bland series of scenes that feel like a television procedural as scientists and special agents discuss how to best combat the alien invaders. It’s all very uneventful.

Even the great Donald Sutherland, who is naturally more mysterious (and possibly more unpredictable) than any alien being, comes across as flat in a sleepy performance as Agent Nivens.

To make matters worse, Warner said when she first saw the “alien hive” set she had concerns that it looked kind of cheesy, “like a high-end Halloween haunted house.”

She was, however, rather pleased with the final result and what the set designers and lighting department were able to do.

While Warner is right to point out the disorienting atmosphere created for the alien hive by eerie lighting that gives the impression there is nowhere to hide, the fact that it is a parking garage is a bit distracting. This remains a puzzling production choice when an otherworldly ship would have added even more of a foreign, unnerving environment.

Rossio recalls visiting the studio lot and seeing the “alien hive” set for the first time.

Producer Michael Engelberg referred to it as “the spaceship.” But upon seeing it, Rossio (and everyone else) did not see a “spaceship,” but rather “a slime-covered parking garage.” There are even cars visible. Ted Elliot commented that it looked like the Alien set.

Engelberg tried his best to talk up the set, to sell it as a cool idea. “Stuart [Orme] calls it the nest,” he said. “Ricardo [Mestres] wants to call it the brain coral.” Sensing he was losing Rossio and Elliot, Engelberg offered one final desperate attempt to sell the set, saying, “It’s what the spaceship becomes. It’s our spaceship.” Rossio wasn’t fooled. It was a parking garage.

While the set design failed to impose any real threat from the aliens (because it’s a parking garage), Julie Warner provides the best moment in the film when she is held at bay by Sam Nivens with a fire poker, fearing she has been taken over by an alien slug.

Warner moves slowly towards Sam with her head tilted slightly down and her eyes angled up in a dangerous and seductive gaze, her mouth open with a slight grin, daring Sam to make a move. She then lowers her eyes to the poker as she walks closer to it, snapping down with her mouth in the direction of the poker and lifting her eyes back up to Sam.

It’s a wonderfully fun moment that feels dangerous and spur of the moment, an action improvised by Warner. But Warner doesn’t stop there.

After asking Sam in her lowered alien voice, “You can’t hurt her can you,” Warner continues her slow advance. She then stops, saying “But I can,” and lets out a quick exhale of breath, a sharp, fast “woo” that lifts her eyes and mouth into wide taunting circular shapes. She then turns fast and leaps out the window, landing on a car before throwing her head up and her hair back to look into the direction the alien compromised Sefton will run off to.

Wearing a movable alien-slug prosthetic on her back, Warner steals the scene to create a big-time moment and earns a wide movie-magic smile from the viewer in this scene, something The Puppet Masters as a whole is sorely lacking.

The closest the film comes to creating movie magic can be found in the practical effects from Greg Cannom.

Cannom, who won an Academy Award for 1992’s Bram Stoker’s Dracula (he was also nominated for Hoffa that same year, and would win for Mrs. Doubtfire in 1994), was the genius hired to provide the practical effect alien-slugs for The Puppet Masters.

While hiring his effects crew, Cannom would turn to his friend of 10 years, Larry Odien, to design the creatures.

“Film, art, and engineering” is what Larry Odien was interested in as a young man. He credits Jaws and its complex mechanical shark with giving him direction in seeking a job that would combine all three of his interests.

The effects crew would visit an aquarium to observe stingrays, duplicating how they moved in the floating, swim-like movement of the alien slugs. Odien said that Cannom and Orme provided an environment that was free to share ideas and create which led to an enjoyable experience, one that is evident in the final result on the screen.

Through several different tests, a combination of gel and latex infused with silicone to create a gooey, squirmy, wavy movement was utilized to create the slugs. In the film, the eye-popping and disgusting creatures are a complete joy to watch, especially the scenes where the alien slugs attach themselves to humans.

The only setbacks suffered by the effects team would be two instances not seen onscreen.

The first was the Northridge earthquake on January 17th, 1994. With filming set to begin in less than two weeks, the earthquake destroyed the stages to be used for the film, taking the sets already built along with them. Everything had to be moved to the Warner lot in North Hollywood. This set back the creation of the slugs and other props by almost a month.

The second setback for the practical effects may have been a result of the late start due to the earthquake. There was a planned scene that would have further explored the inner workings of the slugs, but it was cut due to time constraints. This deeper look showcasing the brilliant practical effects would have made for a fascinating scene, as the most memorable element of The Puppet Masters was the wonderfully designed slugs.

As fantastic as the practical effects are, they aren’t enough to save the film.


The biggest problem with The Puppet Masters, and there are many, is that the film as a whole lacks any tension.

There is no effective build-up, no scenes that set up a release for the viewer later on, no edge-of-your-seat or hold-your-breath moments. For a science fiction thriller, The Puppet Masters plays like a paint-by-numbers template borrowing every idea from superior alien invasion movies that came before it. It’s a shabby adaptation that is a disservice to the landmark novel.

And despite some major omissions from the story, the opening title reads “Robert A. Heinlein’s The Puppet Masters“.

While films and books have borrowed from Heinlein’s ideas in The Puppet Masters novel, it’s ironic that, 40 years later, The Puppet Masters film adaptation borrows from the films that originally borrowed from it in book form. This photocopying of ideas over the span of four decades has clearly diluted the impact they had when first conceptualized back in 1951. What once held effective, chilling shock value in the 1950s had become tired and unimaginative by the 1990s, doubly so for a watered-down adaptation.

Also, according to Rossio, rather bluntly, Orme “couldn’t direct his way out of a paper bag.”

Hollywood Pictures hoped their alien invasion flick would attract the Halloween movie-going crowd, releasing The Puppet Masters in theaters on October 21, 1994. Movie critics ravaged the film, quick to point out its utter lack of suspense and routine action scenes. Audiences weren’t enticed to show up, with the film grossing a weak $4 million to debut at #6 during its opening weekend at the box office.

The Halloween movie-going crowd ignored the aliens in The Puppet Masters for Pulp Fiction, The Specialist, and Love Affair as the film would top out at a mere $8 million. Its invasion on VHS in May of 1995 couldn’t find an audience to latch onto either, with The Puppet Masters debuting at number 21 on the Billboard Top Video Rentals chart.

Seven weeks later, it was out of the top 40 altogether, quickly fading into obscurity and being forgotten, largely for good reason.


The film adaptation would end up leaving out most of the elements that made Heinlein’s novel so memorable, and definitely would have led to a more exciting film instead of simply following the basic plot.

Chilling scenes involving a slug-infested city, the president of the United States being forced to undress in front of congress, having to prove himself not to have an alien attached to his back, and an edge-of-your-seat sequence where Sam and Andrew Nivens enter the alien-slug spaceship were all omitted from the film version.

In their place are flimsy attempts to convey the basic idea of the alien slugs taking over and several scenes of generic, not very exciting action scenes.

“I was greatly disappointed,” said Rossio, who said the missing pieces from the novel would have been “gangbusters sequences.”

And again, the edge-of-your-seat sequence within the spaceship didn’t happen because, well, there was no spaceship. The director can call it the “nest,” the studio head can call it “the brain coral,” but the bottom line is that it’s a freaking parking garage. (“Brain coral,” really?)

Rossio lamented the loss of possibility that resulted from the lack of a spaceship by saying, “No spaceship meant… no throat-tightening claustrophobia, no slugs swimming in fluid, no victims hanging in suspended animation. And that’s a damn shame.” That does indeed sound like a gangbusters sequence.

Sadly, instead, The Puppet Masters is just a run-of-the-mill, by-the-numbers disappointment that doesn’t offer many reasons to watch it.

So why write about a movie if it’s not worth watching?

Sometimes, it’s just as important to discuss the misses in Hollywood as it is to discuss the hits or underrated movies.


In the case of The Puppet Masters, a studio head (Mestres) thought he knew better than a couple of screenwriters who were great admirers of the work they were adapting.

Never mind that Ricardo Mestres never even read the book; he knew better. Never mind that the alien hive is nothing but a parking garage and not the frightening, otherworldly catacomb spaceship it should have been; he knew better. Never mind that five of the seven thrilling set pieces from the novel were gutted and replaced with boring chatter between lab coats and suits; he knew better.

In the theater, the script is king. Nothing gets changed unless the playwright agrees to it. But in the movies, the script is merely an outline to be changed and rewritten at will.

The recipe for a successful Hollywood production of The Puppet Masters was right there in Robert A. Heinlein’s novel. It had been there for 40 years until a serious adaptation attempt was made. So what could possibly get in the way of a 40-year-old sci-fi, alien invasion classic? A studio head. Because he knew better.

To be fair, anyone along the way in making a film can screw it up. But in the case of The Puppet Masters, it was the studio head messing with a classic work, wanting it to resemble other movies. Because, you know, he knew better.

So why write about The Puppet Masters? Because, for better or for worse, Hollywood is full of them.

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