"I take orders from the Octoboss."



“Elora, you don’t want me. Tell her. I’m short. Even for a Nelwyn.”

Like John McClane’ll tell ya, sometimes some shit happens and you just have to step up. For Willow Ufgood (Warwick Davis, RETURN OF THE JEDI, THE EWOK ADVENTURE) it’s when his kids find one of those abandoned river babies (we all know how that goes) and then it turns out to be the Chosen One prophesied to kill the evil Queen Bavmorda (Jean Marsh), so mean knights with packs of dog-like beasts are gonna keep attacking the village until they find her. Willow admits to the town that he has the baby they’re looking for, and he doesn’t argue when the wise wizard The High Aldwin (Billy Barty) appoints him to lead a party on a journey to give the baby back to the Daikini, the bigger people.

I say bigger because Willow’s village is all people under four feet tall. There are fighters among them, like Vohnkar (Phil Fondacaro, RETURN OF THE JEDI) or “Vohnkar Warrior” (Tony Cox, RETURN OF THE JEDI, CAPTAIN EO), but Willow isn’t one of them. A small man looked down upon even among the people of his size, he’s the underest of dogs. As a fledgling magician he screws up even his corny magic trick illusions, and now he finds himself going head to head with a real sorceress.

The first Daikini they find is Mad Martigan (Val Kilmer, BAD LIEUTENANT: PORT OF CALL NEW ORLEANS), a warrior imprisoned in a small cage who seems at first like a Jack Sparrowish rogue. When an army is headed their way and most of Willow’s party turns tail he has little choice but to free the man and convince him to help, like an action comedy set up.

Of course there is bickering, mistrust, a part where Mad Martigan is in drag, and, eventually, earned mutual respect. Along the way they pick up new companions including two jabbering Ken-doll sized brownies (Kevin Pollack [THE USUAL SUSPECTS] and Rick Overton [BLIND FURY]) and a talking possum (Patricia Hayes, BLUE ICE) who used to be the sorceress Fin Raziel and still wants to defeat Bavmorda. Willow and friends wanted to just get rid of the baby (did they try bringing her to a fire department?) but when Bavmorda takes her the mission reverses. Now they have to get her back.

mp_willowMy theory about fantasy movies is that too many of them star weiners and not enough star barbarians or destroyers. But this one borrows the James Rock ‘n Roll Tolkein idea of a little peaceful guy as the ultimate dark horse hero, and that works. I think this is a good role for Davis, playing older than he actually was at the time, having a wife and kids. Willow is kind of a loser in his village, but he’s surprisingly unwhiny. When he’s upset it’s about how Mad Martigan should treat the baby, based on his experience as a father, which is a reasonable thing to get up in arms about. Maybe he’s a little uptight, but it comes from being responsible, not a brat like you sometimes get in these stories. Also, when Mad Martigan pulls through Willow immediately thanks him and acknowledges his success. Nobody has to drag it out of him.

I remember this was a DVD holdout until shortly before FELLOWSHIP OF THE RING came out. I thought that was funny, because I took it as admitting that people weren’t gonna need it anymore after the real hobbit movie. I had seen this once or twice a long time ago and thought it was kinda cheesy. But to my surprise it really holds up. Now I think it’s one of the best fantasy movies. Turns out it’s not obsolete after six Peter Jackson Middle Earth pictures, and in fact it’s kind of refreshing. At first it was novel how seriously Jackson took it, putting such emphasis on the ominousness of encroaching evil, but now that that approach is the status quo it’s great that WILLOW has more of a fun, upbeat feel.

It’s also really cool to see them using a huge cast of actual small people instead of using forced perspective and compositing to make kind of small actors like Elijah Wood look really small. Between WILLOW, RETURN OF THE JEDI, the two Ewok TV movies, plus CAPTAIN EO and anything with R2D2 or Jawas in it, George Lucas must be responsible for way more employment of little people actors than any other producer who ever lived.

And since we know Davis from being a tiny hero on Endor it’s exciting when he (with David J. Steinberg as his friend Meegosh) gets to be the giant in this Gulliver’s Travels situation with the brownies:

WILLOW has a great high speed wagon chase, groundbreaking digital effects (the first morph), dogs wearing costumes to play a pack of vicious monsters, a cool magic duel, a variety of terrains (forest, water, snow). My favorite scene is when they get to a castle and know there are trolls there, because they find troll shit. (God damn trolls.) Trolls in the world of WILLOW turn out to be these hairy Chaka-on-Land-of-the-Lost looking bastards…

…and Willow uses his magic wand to turn one into a disgusting little basket case blob…

…which grows two mouths out of the top, so Willow kicks it into the moat. But then it grows into a giant two-headed monster that fights Bavmorda’s attacking army as well as Willow and Mad Martigan. It’s great stop motion effects worthy of a Star War. And I’m not even sure how they made it breathe fire.

And of course there’s a whole hero’s journey deal. Lucas likes that shit. In fact, he came up with the concept in the early ’70s, before STAR WARS was made, so I’m sure the two stories informed each other and their interpretations of his Joseph Campbell mythology studies as they simultaneously percolated in his brain.

Willow is an adult, but he’s very Luke Skywalker. He’s a farmer who dreams of adventure but doesn’t think he’ll ever get any, who ends up on a dangerous mission while also trying to learn the basics of a forgotten type of magic that most people can’t do. He’s unsure of himself but comes through.

Mad Martigan is obviously the Han Solo. He’s sort of hired by Willow for his skills, he’s a brash smart ass who doesn’t want to get involved, and keeps pretending not to give a shit, but obviously does. When he finally stops faking it he becomes a hero.

There’s a little moment in the movie that shows his change, and that I found genuinely touching. Mad Martigan and Willow are taken prisoner and chained up on the back of a wagon, being marched through the snow. Eventually Willow has trouble keeping up with the longer legs, and he collapses to the ground. Without saying anything, Mad Martigan just lifts him up onto his shoulders.


I suppose the Ben Kenobi mentor figure would be divided between The High Aldwin, who sends him on the journey, and Fin Raziel, who teaches him basic wand magic. But they might be closer to a couple of Gandalfs, honestly.

I don’t think there’s exactly a Princess Leia, but there’s an interesting love interest in Bavmorda’s daughter Sorsha (Joanne Whaley). She’s a warrior who insists on taking the mission to kill the baby, but she and Mad Martigan keep eyeing each other, and when a love spell causes him to recite a bunch of poetry about her beauty she ends up smitten with him. This is a preposterous relationship and probly not politically correct. Is this guy really so awesome that she’s gonna turn against her mother and not kill a baby? Well, I would argue that maybe he is, because in real life Whalley and Kilmer fell in love on set and got married that same year and as far as I’ve been able to tell from research she did not kill a baby. Besides, I always like it when bad guys turn into good guys, especially in old timey adventures. (See also Catherine Zeta Jones in THE PHANTOM.)

There is a villain, General Kael, who reminds me a bit of Darth Vader in the first STAR WARS. He’s a big imposing knight who usually wears a scary skull-faced helmet, and when he shows up leading the troops you know you’re in trouble. He doesn’t end up having as much characterization as Vader, he’s just a henchman, but he’s definitely the iconic image of WILLOW.


Underneath the mask he’s ex-wrestler Pat Roach, perhaps most famous as the German mechanic who got the propeller treatment in RAIDERS OF THE LOST ARK. The funny thing is I already thought I had spotted the German mechanic in the tavern scene earlier:


But that’s one of the other big bald henchman character actors who I always mix up with the German mechanic. Upon further examination it looks to me like Robert Tessier, who was in BORN LOSERS, THE LONGEST YARD, HARD TIMES, HOOPER, FISTS OF STEEL, etc., but if so he’s not in the credits.

(update: no, it’s not him, there are other big bald dudes in the world, stupid.)

And by the way, yes, General Kael is named after Pauline Kael. The two-headed monster is named after Siskel and Ebert. Not sure what that’s about. But I hope some day to have a fantasy character named after me.

I haven’t yet mentioned who actually directed WILLOW. It was AMERICAN GRAFFITI‘s Republican-voting nerd Steve Bolander himself, Ron Howard. When Howard acted for Lucas in ’73 he’d already done a couple of shorts, and four years later he directed his own car movie for Roger Corman, GRAND THEFT AUTO. By ’88 he wasn’t really acting anymore, had ten features under his belt as a director (including TV movies), and had mentioned to Lucas during post-production of COCOON that he wanted to direct a fantasy movie. So Lucas was like well, that’s interesting, ’cause I got this thing… Kinda like when he was on Beach Patrol with Spielberg and tricked him into directing RAIDERS.

But this didn’t catch the world on fire like Indiana Jones. It did open at #1, but in its second week it fell below newcomers CROCODILE DUNDEE II and RAMBO III. The week after that throw in BIG and FUNNY FARM. It wasn’t the same crushing rejection that LABYRINTH received, because it made a profit. But it was not strong evidence of a thirst for fantasy and magic in late ’80s moviegoers. On the positive side, the shitbags at the Razzies honored it with nominations for worst screenplay and worst supporting actor (Billy Barty – I have no idea why they would single him out).

In 1995 Lucas collaborated with X-Men writer Chris Claremont on a trilogy of novels that continue the story about 15 years later. It sounds like Willow, Mad Martigan, Sorsha and the brownies are back, and it’s the story of the baby, Elora Danan, as a teenager. I wondered what the deal is with her, because she was prophesied to kill the evil queen, and then didn’t Willow do it instead? I guess her existence caused Willow to learn magic and end up in the showdown, so I guess it works. Anyway, I haven’t read the books so I can’t vouch for them.

Lucas also talked about a TV series, but in my opinion that did not happen.

I don’t think there’s much of a clamor for more Willow Ufgood adventures in society in general, but I can understand why Lucas would’ve wanted to do some. I get the impression that it’s one of his most hands-on movies. Of course he provided the story, developed over two decades before being adapted by Howard’s friend Bob Dolman (FAR AND AWAY). Behind the scenes he employed a ton of STAR WARS and INDIANA JONES veterans: associate producer Joe Johnston, creature supervisor Nick Dudman, second unit director Michael D. Moore (an Indy guy who I bet shot the wagon and sled chases), sound designer Ben Burtt, and of course ILM (including Phil Tippett) doing the effects. And CAPTAIN EO’s James Horner did the score.

So it’s the most Lucas-y of non-STAR WARS or INDIANA JONES Lucasfilms, and feels very much of a piece with those movies. I don’t know why I (and we as a society) didn’t appreciate that back then, but I do now.

This entry was posted on Wednesday, January 13th, 2016 at 10:06 am and is filed under Fantasy/Swords, Reviews. You can follow any responses to this entry through the RSS 2.0 feed. You can skip to the end and leave a response. Pinging is currently not allowed.

32 Responses to “Willow”

  1. I can definitely see a bounty hunter named “Outlaw Vern” popping up in Episode VIII.

  2. This movie was one of my favorites when I was eleven, but I haven’t seen it since. Looks like it would be a good one to revisit. I revisited LADYHAWKE a couple years back and that one still stands up in the acting and directing department, but the keyboard score takes me out of it every time.

    This one goes well with WISHSONG OF SHANNARA too!

  3. Jack, I think “O’tla Vurn” sounds more Star Warsy.

    Anyway, I saw WILLOW once, kinda liked it, but wasn’t too impressed. I wanted to rewatch it at one point, but actually I’m not surprised that it seems to be the one big fantasy LUCASFILM production, that nobody really talks about. Even HOWARD THE DUCK has more fans, both true and ironic.

  4. Pedantry compels me to point out that Kilmer’s character in this movie is named Madmartigan (one word), not Martigan with the post-apocalyptic nickname Mad.

    I’ve been wanting to rewatch this one for a while. I remember that it was criticized at the time for being too dark and gloomy, so it’s good to hear that by modern standards it’s actually quite light-hearted. Kind of like how the Tim Burton BATMANs were considered too dark at the time but probably seem whimsical and goofy now compared to the Nolan films. Is it just that movie-philes take fantasy and comic-book films far more seriously today than they did back then? Probably.

    I’ve always heard that Lucas wrote this back before STAR WARS was made, yet curiously I’ve seen no public evidence of the script’s existence prior to the actual film being made. You can find old interviews with Lucas talking in at least general terms about other planned projects (RADIOLAND MURDERS, RED TAILS, the Star Wars prequels, his still-unmade experimental films) years or decades before they finally happened, but not WILLOW as far as I’ve seen.

    It’s odd because Lucas – by his own admission – famously struggled to master conventional plot structure when writing the early drafts of STAR WARS, and if he was also writing (or had already written) another, separate fantasy adventure that was also an attempt to master the Joseph Campbell template, he didn’t seem to be publicly talking about it at the time. All of his “the new generation needs fairy tales” talk was based around the conclusion that these stories should be set in outer space which is still unexplored.

    So if Lucas did have a similar idea for a medieval-fantasy project – which would have been much more technically achievable in the 1970s than a space opera, not to mention much easier for Lucas to write – then that would’ve seemed like a more logical next step after AMERICAN GRAFFITI.

    A cynical part of me wonders if Lucas claimed WILLOW’s origin to be older than it actually was in order to deflect criticisms that WILLOW was self-plagiarism of the Star Wars movies (masked villain, wisdom-spouting wizard, comedy sidekicks). It’s now hard to remember a time when repeating the beats of the original Star Wars movies wasn’t considered the sole point of Hollywood filmmaking …

    It turns out that Lucas’ earliest casting for STAR WARS in 1975 involved screen tests of little people, because he was considering having Luke and the other Tatooine characters be played by little people, an idea he admitted was probably influenced by LORD OF THE RINGS. So it seems more likely that WILLOW was just an offshoot of the original STAR WARS and wasn’t actually written earlier.

  5. I appreciated it back then. I was also a little kid but I do remember that I used to watch this even more than STAR WARS (the actual movie not the franchise as a whole) and I LOVED STAR WARS back then.

    I liked this so much that when I finally read the LoTR books in 8th grade I was gravely disappointed that Hobbits were not enough like Willow. Funny in retrospect considering the internet’s hard on for Tolkien and ambivalence towards Willow and his movie.

    I’ve been meaning to revisit it for years now since I haven’t watched it since the early 90s; but always seem to forget. I think this review is a good reason to remind myself once again. Vern made it sound even better than I remembered it and I already loved it.

  6. I loved this one. I haven’t seen it in years, but I’ve seen it enough, that I’m pretty sure I would still love it. I showed it to my niece and nephew years ago and they went apeshit for it, too.

    I totally forgot Kevin Pollack was one of the brownies.

    This is one of those movies that has a couple go to quotes for me. One is, “It went away? You’re my sun, my moon, my starlit sky and it WENT AWAY?!” Another is whenever someone tries to get me to eat kale, I screech it like Fin Raziel did when she was a crow and was announcing General Kael’s approach.

  7. Crushinator Jones

    January 13th, 2016 at 2:28 pm

    I totally forgot about the part where Madmartigan puts Willow on his shoulders. You’re right, Vern. That’s a great little character moment.

    So, things about this that are good that didn’t get mentioned:

    The cart chase is where Horner’s score suddenly starts putting in the work and lets it rip.

    The cool battle at the end with two sorceresses, where they just magic the SHIT out of each other. Just two old broads flinging each other around the room with telekinetic spells before getting sick of sorcery and mutually decide to beat the piss out of each other in a sluggy catfight. I think Peter Jackson’s confrontation between Gandalf and Sauruman owes a little something to this scene.

    The reveal on the mountain that Madmartigan actually is the Greatest Swordsman Who Ever Lived is one for the ages. “You ARE great!” exclaims Willow in one of my favorite line readings of all time.

    Val Kilmer radiates pure sleaze that eventually becomes sleazy goodness.

    The action scenes are really effective in the way that they interlace comic beats with deadly serious stuff. The classic example I can think of is in the abandoned castle with the two-headed dragon. Willow uses magic to escape a troll! But the magic makes the troll into a dragon! But the dragon makes the soldiers run away, which makes Madmartigan cocky! But then he realizes there’s a dragon, and runs away, only to find himself hiding out with the soldiers who just tried to kill him! The movie does stuff like this multiple times, threading the needle between danger and humor really effectively.

  8. I forgot all about this movie but then my brother had a daughter and named her Willow so I say it like Raziel did when she was a goat “Wiiiill-l-l-l-l-l-lowww”

  9. “The underest of dogs.” Brilliant.

  10. I fell asleep watching this one fairly recently, but I don’t hold that against it. It’s got some lines that I still occasionally use to this day, like the aforementioned “You ARE great!” and “I’ve got the babeeeeeee!” and occasionally “You stupid Daikini!” which I admit rarely makes sense in context but I think speaks to the instantly memorable quality of a lot of the dorky crap Lucas comes up with. I should re-rewatch it soon.

  11. Curt – from what I was able to find it’s a little vague. Supposedly he’d been working on it since before Star Wars came out, but not necessarily before he was also working on Star Wars. And from what I’ve read it sounds like he had the Willow idea percolating all that time, but I don’t think he had a script until Howard came aboard and they hired a writer.

  12. I saw this a million times on HBO when I was young and loved it, but haven’t seen it since. The only scenes I really remember are Val Kilmer doing a show off-y move with his sword and then slips and falls on his ass, and when Willow has this magic acorn (I think) that turns whatever it hits to stone, but he drops it during a fight and it just petrifies a wooden board. The poor guy couldn’t catch a break. It was one of the first times I realized how effective subverting expectations could be.

  13. I love Willow, both the movie and Warwick Davis’ character. I also always thought his wife was a standout actor as well.

    Amazing score and theme by Horner too….the Bavmorda theme he does is one of those themes he would recycle later, specifically in Avatar. Not that I even mind it. Its an awesome horn piece. RIP to the god.

  14. grimgrinningchris

    January 13th, 2016 at 8:26 pm

    I love you, Vern. I really do. God damn it.

  15. Peck! Peck Peck Peck! I remember seeing a trailer for this a good nine months or so before the movie came out, which was pretty unusual back then. My Uncle John poked me in the ribs and said ‘Don’t hold your breath’. Me being me, I did a comically loud inhalation-and sucked a mouthful of popcorn into my lungs. I didn’t die, obviously, but for a minute my 8-year-old self thought: ‘Damn, I just killed myself over a stupid joke.’.

    I do love this movie tho: For the score, for Val Kilmer & Joanne Whaley, for the super-freaky pig transformation scene, and for the way Jean Marsh screams Finn Ra-ZIEEEELLLLL especially.

  16. It must be over 20 years since I saw this, but I still find myself humming the theme tune. Good job, Horner.

  17. I actually got the WILLOW sticker album when I was 10 before I even saw the movie.

    It’s an okay movie but Lucas obviously transposed the plot and character types from the original Star Wars trilogy and placed it in a fantasy-Tolkien type setting.

  18. I love this movie. Val Kilmer is super cool and hilarious.

    I read the first Willow book with teenage Elora, but she was way too whiny for early teenage me, so I did not complete the book series. In retrospect, maybe she was a first try at writing a teenage brat who’s got an unnaturally high midichlorian count?

  19. For anyone who hasn’t seen it, Warwick Davis is absolutely great in LIFE’S TOO SHORT, from Ricky Gervais and Stephen Merchant.

  20. Kilmer was funny and weird as himself in that show, helping him fund a sequel.

  21. That episode is great. Everytime he put on the Batman cowl I lost it.

  22. I think this film is more popular in the UK than other countries judging from what you guys are saying (which would partially explain LIFE’S TOO SHORT), having said that seems like it wasn’t a massive Box Office Hit here either, but I think it’s one of those 80s films which later benefited from the relative dearth of major family-friendly(ish) films in the 80s/90s due to our restrictive age-rating system of the time, and as a result turned up on TV a lot. I myself saw it when I was 9 at school in the grand tradition of “last day of term, fuck it, put a movie on” and didn’t like it at all, but it sounds like something I might well enjoy now going by this review.

  23. WILLOW is to Lucas what YOUNG SHERLOCK HOLMES is to Spielberg, a surprising hidden gem of their run as 80’s producers.

    Neither film is quite as good as their more famous counterparts, but both are solid little movies, I kind of think of WILLOW as the little brother of INDIANA JONES and STAR WARS.

    I swear those uses of little were not puns by the way.

  24. I’m not at all ashamed to admit that at the tender age of nine I caught the Willowmania craze that was (not) sweeping the country. Must’ve seen the movie off of an old VHS tape three dozen times. Logged several days in the NES game. Even had some strange tabletop RPG thing that was too complicated for me to enjoy at the time.

    In retrospect, like many things from childhood, it’s a little disappointing. I don’t dislike it now, but it’s basically, as people say above, a Star Wars plot grafted onto a LoTR type of setting. It’s pretty well made, though.

  25. I had such a crush on Joanne Whalley’s Sorcha when i was a kid.

  26. This cheerleader type girl I went to high school with posts on Facebook all the time about her dog WILLOW. I finally gave in and made the joke “you mean Willow Ufgood?” and low and behold…yup…she named her dog after this Willow!

    Who woulda thought?

    Anyway, loved this movie back in the day. Watched it again somewhat recently AND it hasn’t aged the best but its still a lot of fun, and the Harryhausen esque creatures are great!!

  27. After reading your WILLOW Review i rewatched it and afterwards i stumbled over this mockumentary on Netflix: Life´s too short.

  28. Anybody remember how the action figures for Willow weren’t really action figures; more unmoving figurines like D&D or Warhammer or whatever?

    I had a few of them. The Billy Bartey Wizard was my favorite.

  29. CrustaceanLove

    May 1st, 2019 at 5:45 pm

    So I guess you’ll be getting a Disney+ subscription?

    'Willow' Sequel Series Confirmed to Be in Talks for Disney+

    Ron Howard spoke about the long-gestating Willow sequel project, which will now reportedly be a Willow sequel series potentially heading for Disney+

  30. “Lucas also talked about a TV series, but in my opinion that did not happen.

    I don’t think there’s much of a clamor for more Willow Ufgood adventures in society in general”

    Fast forward six years, and people are going nuts over the trailer.

    For me the best part is the solid confidence in Davis’ voice. Sounds like the ‘fantasy films star weiners’ tradition is being ditched!

  31. I’m not even gonna see the trailer but do plan on watching the show. I always have time for Warwick Davis. Lucasfilm not so much though I did give the Obi-Wan show a shot since I’m one of those people who had been waiting for it since it was a movie. It was ok. I haven’t seen any new Star Wars since 2006 though so don’t have anything else to compare it to but the prequels and it’s a nice coda to EPISODE III so far.

  32. I’ve loved WILLOW since I first saw it. I’m surprised you didn’t mention the music of James Horner. That’s what makes the movie for me. Looking forward to the Disney+ series, but I’m not too hopeful. Fandango had a one night event showing WILLOW this last Monday night. Afterward there was a live stream Q&A with the cast of the TV show, and they showed about 7 minutes of different scenes from the show. The acting and writing were incredibly terrible.

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