A studio once handed director Tim Burton $80 million, and he spent it building a blockbuster engineered to look deliberately cheap. Almost every famous face in *Mars Attacks! * is killed off, and the planet is ultimately saved by a neglected teenager, his grandmother, and an old country record. Behind the silliness sat a badly troubled production: a screenwriter was fired over his own opening scene, 70 animators were sent home in a single day, and a real Las Vegas casino was brought down on camera.
Burton finished the project so worn out that he thought about giving up filmmaking entirely. The project began with a shopping trip that was supposed to lead to a film about dinosaurs. Screenwriter Jonathan Gems was hunting for a present in a Los Angeles novelty shop when he found two complete Topps card sets: *Mars Attacks* and *Dinosaurs Attack*. The dinosaur set was the first choice until word reached them that Steven Spielberg was already preparing a *Jurassic Park* sequel, making a rival dinosaur picture pointless.
Burton chose to build the leftover *Mars Attacks* cards into a 1970s-style disaster picture with an enormous ensemble, the shape Hollywood had used for *The Towering Inferno*. Watching that film as research, Burton and Gems were struck by how funny the celebrity death scenes were. A famous actor would appear, get a couple of noble lines, then be dispatched with tremendous ceremony. That reaction became the rule the entire production ran on: Every recognizable star in the finished film dies, usually mid-sentence.
The people left standing at the end are the ones nobody had listened to. The original *Mars Attacks* trading cards were created at the Topps chewing gum company in 1962. Product developer Len Brown was inspired by a Wally Wood comic book cover of a Martian war machine looming over a city. Wood sketched the images, and pulp illustrator Norman Saunders painted the final 55 in oils.
Topps tested the idea in disguise through a dummy company called Bubbles Incorporated under the title *Attack from Space*. Children loved the artwork, but parents and teachers did not, because it was far more violent than anything else sold at a candy counter. Topps repainted 13 images to soften the worst, but the replacements never reached the shops. A district attorney in Connecticut opened an inquiry, and rather than fight it, the company halted production outright.
That ban is why collectors still care today. Three complete screenplays for a Martian invasion picture existed before Burton came near the property, all written by Alex Cox, the British director of *Repo Man* and *Sid and Nancy*. Cox had collected the original bubble gum cards as a boy in England and pitched the idea to Hollywood in 1985. He stayed with the project for about four years, moving it between Orion and TriStar before the studios replaced him with the novelist Martin Amis.
That version never got made either. When Burton and Gems started work in 1993, Warner Brothers bought the rights to the cards fresh on Burton’s behalf, and not a line of Cox’s material went into the picture. On paper, Warner Brothers had exactly what it wanted in 1994: a completed Tim Burton screenplay for a vast alien spectacle. Then the accountants read it.
The estimate for shooting what Gems had written came back at around $260 million, at a moment when the studio insisted the picture be delivered for no more than $60 million. Around 60 leading characters were reduced to 23. Destruction sequences set in China, Japan, the Philippines, India, Russia, Europe, and Africa were deleted outright, leaving Paris, London, and the Taj Mahal as the only foreign landmarks the Martians visit. The picture was eventually made for about $80 million, with a further $20 million spent on marketing.
Burton had never intended the creatures to be computer generated. He wanted stop-motion openly and deliberately, as a tribute to Ray Harryhausen. An international crew of around 70 people worked for roughly eight months on fully articulated, foot-tall puppets. The team studied Gloria Swanson’s movement as Norma Desmond in *Sunset Boulevard* to work out how the Invaders should carry themselves.
But the projected budget climbed toward $100 million while the release date stopped moving. After producer Larry Franco commissioned a test reel from Industrial Light & Magic showing digital creatures lifting a Volkswagen, Burton changed his mind overnight. The 70 animators learned in a single day that the film they had spent eight months building no longer existed. ILM then animated the digital Invaders with a deliberately rigid, staccato quality, so the aliens on screen still move like the puppets that had just been taken apart.
Warner Brothers spent 11 drafts trying to get one image out of the screenplay. Gems wanted the picture to open exactly as the original card art had, with a stampede of cattle charging across a field while alight. The studio hated it on animal cruelty grounds, and every draft returned with the same note attached to the front page. Around the 11th pass, the studio told him plainly that if the animals were still on page one, he would be off the picture.
He handed in the draft with the scene exactly where it had always been, and he was fired for it. Burton shot the sequence anyway, unchanged. It is the very first image in the finished film, though Gems is still the only credited screenwriter. Casting should have been straightforward for a Burton picture in the mid-1990s, but agents kept saying no.
Almost every character in the screenplay dies humiliatingly or spends the third act as a punchline, and representatives read that as a script full of losers. Gems has said the production came seriously close to canceling itself. Then Burton made a phone call while scouting locations. He asked Jack Nicholson which part he fancied, and Nicholson asked how about all of them.
Burton ended up giving him two. The studio withheld its green light until Nicholson’s name was on the paperwork, and the moment it arrived, actors who had passed came back. More wanted in than there were parts left. The document that landed on Scott Alexander’s desk arrived with an index at the back, which screenplays do not normally need.
Gems had written large sections as prose, making it difficult for anybody reading it cold to follow. Alexander and Larry Karaszewski had written *Ed Wood* for Burton, making them an obvious choice, and Gems himself recommended them on his way out. Underneath the structural mess, they found a far harder, colder film than the one that reached cinemas. Knowing a serious alien invasion film was already shooting across town, they steered the Warner Brothers picture hard toward comedy and added a conventional hero who saves the day.
Neither writer took a credit for it. Their final draft is stamped July 4th, 1995, typed in an office while fireworks went off outside. According to casting director Matthew Berry, every actor in that vast ensemble, whatever their billing, worked for $100,000 a week. Nicholson was paid somewhere in the region of $5 million.
His contract capped the working day at 10 hours, with travel and makeup counted inside it, so he could be off the lot by 6:00 for the golf course. He had a penthouse at the Luxor for the Las Vegas schedule, and the crew took to playing “Hail to the Chief” every time he walked on as the president. The most quoted sound in the picture is a noise, and there is still no agreement about who invented it. Burton’s account begins with a storyboard reel recorded on a cheap tape machine during pre-production, where somebody started improvising a flat “yak yak” sound every time the invaders appeared.
Alexander and Karaszewski tell it differently, naming it as their single largest contribution: when they reached scenes with no Martian dialogue written, Alexander typed the same three letters over and over as placeholder text, and reading it back gave the invasion scenes a comic rhythm. Frank Welker voiced every Martian in the film, and the sound itself is widely reported to be a duck call reversed and processed. Warner Brothers pushed for subtitles, but Burton refused, saying that not understanding them was most of the fun. Several of the film’s best-remembered performances were nearly handed to somebody else.
Susan Sarandon was originally set for the part that went to Annette Bening. Hugh Grant was the first choice for Professor Kessler, a role that went to Pierce Brosnan. Meryl Streep, Diane Keaton, and Stockard Channing were all considered for the First Lady before Glenn Close won it. Jason Stone was reportedly offered to Johnny Depp, one of the rare occasions on record where he turned down a Burton film, and the role went instead to Michael J.
Fox. Burton gave his department heads a single reference for the entire production: the 1962 trading cards themselves. The cards were painted at the height of the Atomic Age, when American science fiction ran on a fixed visual vocabulary of saucers, ray guns, and men standing around oversized wall maps. Production designer Wynn Thomas built the government’s underground command center as an open tribute to Stanley Kubrick’s *Dr.
Strangelove*, down to the vast circular table with a ring of light hanging above. Burton’s instruction was that the saucers should look cheap and obviously fake, and the interior of the spaceship was built by hand instead of digitally. Lisa Marie, Burton’s partner at the time, plays the one invader performed by an actress instead of assembled inside a computer. Costume designer Colleen Atwood built the disguise out of the trading cards, Marilyn Monroe, the pin-up illustration of Alberto Vargas, and Jane Fonda in *Barbarella*.
The costume required about 7 hours of preparation daily, meaning arrival in the dark for a call that would not reach the camera until the afternoon. Once inside it, she could not sit down, could not use a bathroom, and could not eat a meal, so lunch became a protein drink taken standing against a slant board. The hairpiece, made from two human hair wigs stitched together, was glued down hard enough to survive a full day of filming, and taking it off took some of her scalp with it. She has described the process as “instant torture” and said in the same breath that it was entirely worth it.
The scar it left her with is permanent. On the morning of November 7th, 1995, a crowd gathered along Convention Center Drive in Las Vegas to watch the Landmark Hotel and Casino come down. It had opened as one of the great space-age buildings of the American West, a tower with a flying saucer on top, and in better years it had hosted Elvis Presley and Frank Sinatra. The demolition had been scheduled months in advance, and Burton’s crew booked that date and turned up.
The destruction of Art Land’s Galaxy Hotel in the finished film is that footage—a genuine building brought down in a controlled implosion lasting 13 seconds, with only minor digital touch-ups. The people seen screaming and running down the street were extras hired for the cameras, standing precisely where a real demolition crowd would never have been allowed to stand. Burton described the dust settling and the whole street going completely silent afterwards, a stillness he found unsettling. He had stayed in that hotel himself in earlier years, and he hated the idea of losing it.
He said watching it fold into the desert felt like watching an ancient animal die. Visual effects supervisor Jim Mitchell called the sequence where Sarah Jessica Parker wakes with her face attached to the body of a Chihuahua his favorite in the picture. The animal belonged to Burton and Lisa Marie, a stray the couple had taken in off the streets of Tokyo. The hardest single element, by Mitchell’s account, was making the join at the animal’s neck look convincing.
Sylvia Sidney arrived on the production having worked steadily since the early 1930s with an Academy Award nomination behind her. Crew members describe a formidable presence who smoked constantly, shouted at more or less everybody, and could flatten a bad suggestion by asking whether the person was an idiot. Her character, Grandma Florence Norris, is the one who works out what saves everybody, sitting in a chair listening to a record nobody else would give 30 seconds of attention. Sidney died in 1999, making this her farewell performance after roughly seven decades on screen.
In April 1996, the production moved to Burns, Kansas, a town of around 300 people, for about two weeks of shooting. Burton wanted a place that looked like the American heartland without any dressing at all. The only substantial build was a donut stand called Donut World, put up from scratch on an empty lot, and it looked convincing enough that some locals assumed a genuine new business had opened. The Vegas schedule ran for about six weeks, shot only at night, in deliberate contrast to this small Kansas community, which supplied the only two people left standing when the credits roll.
The thing that finishes the Martians is a yodeling country single from 1952, Slim Whitman’s “Indian Love Call,” played at volume through a caravan speaker, which makes Martian heads burst. For American viewers of a certain age, the choice was a very specific joke: by the 1980s, Whitman’s name mostly meant late-night television commercials that sold his records in bulk, the ones Johnny Carson mocked on air often enough that the mockery became the association. A strange footnote turned up after release: Howard Stern had performed a sketch in 1982 on almost identical ground and told Burton he would not be suing because he liked him too much to bother. By the time the cameras rolled, Michael J.
Fox had been living with Parkinson’s disease for several years, diagnosed in 1991 and still private about it. In the sequence where the invaders open fire for the first time, his hands are visibly shaking in some shots. The production worked with that instead of around it, letting the movement read as his character being frightened. He was carrying a full schedule on a large ensemble picture while a cast and crew mostly had no idea.
This turned out to be the last major live-action feature role he took before the disclosure. In 2000, he founded the Michael J. Fox Foundation, which has since become one of the largest private funders of Parkinson’s research anywhere in the world. There is no theremin on the soundtrack.
The wavering electronic tone running under the invasion sequences was played on an Ondes Martenot, a French keyboard dating from the 1920s, because the production could not find a theremin player. That Danny Elfman and Burton were working together at all was the greater surprise, as they had fallen out during *The Nightmare Before Christmas* badly enough that Elfman did not write the music for *Ed Wood*. This picture is where the two repaired it quietly. Elfman’s score, a full tribute to Bernard Herrmann’s work on *The Day the Earth Stood Still*, won the Saturn Award for Best Music.
Tom Jones performed “It’s Not Unusual” live in full for a room of grips and electricians on a complete bar set. Casting director Matthew Berry has explained the booking simply: Jones was a Las Vegas institution earning around $25,000 a show, and he wanted to do something different for a while. Between setups, he would wander into the makeup bus, sing for whoever happened to be sitting in the chair, dance a little, then hand out CDs. In a film that kills the president and most of the press corps, the lounge singer walks away alive.
The popular version of this story runs backwards. Most people remember a cheap parody rushing out to cash in on the summer’s biggest hit, when in fact Burton’s film had been in development first by a wide margin. Roland Emmerich has said that once he and Dean Devlin learned a comic invasion picture was coming from Warner Brothers, they decided they could not afford to release after it. They picked the 4th of July weekend first, then named their picture *Independence Day* around that plan.
Burton has said the overlap genuinely surprised him, and that his film ended up feeling like a Mad magazine version of the other one. The scoreboard was brutal: *Mars Attacks! * opened on December 13th, 1996 to $9. 38 million behind *Jerry Maguire* and closed on $37.
8 million domestically against $63. 6 million overseas, making it the first Burton film to perform better abroad than at home. It reached the Academy’s visual effects short list, then lost the nomination slot itself to the rival. Trend Masters produced a large action figure line to match the enormous cast.
The packaging leaned almost wholly on the 1962 card art rather than anything from the picture itself, whoever designed those boxes understanding that the paintings were the real property. Some figures shipped bundled with promotional floppy disk mini games. There were model kits, two spin-off novels, and a novelization written by Gems himself. Topps later revived the property for its 50th anniversary with a heritage reissue of the original 55 cards, followed by new comics, new figures, and new collectibles that have kept appearing for years since.
The cards outlived the film that was meant to sell them, while the film kept the cards alive for a generation nowhere near a candy counter in 1962. Burton has said the film encapsulated exactly how he felt at the time: misplaced, out of step, convinced that nobody understood what he was trying to do. He came out of the shoot “burnt out and wrecked,” in Gems’ words, then left for roughly a month in India, telling Gems he did not want to make another film ever again. There was a casualty beyond the man himself.
According to Gems, the studio was frustrated enough with Burton that it killed his next project without ever giving a reason—*Superman Lives*, with Nicholas Cage cast as Clark Kent. Gems characterizes the decision bluntly as Warner Brothers punishing Burton for the picture they had just released. Three decades on, the film buried in 1996 by a rival scheduled to bury it is the one still being quoted, costumed, and reissued, the only blockbuster of its era that refused to take the end of the world seriously, made by a director fairly sure nobody understood him either.