In the new illustrated oral history Crab Monsters, Teenage Cavemen, and Candy Stripe Nurses, Chris Nashawaty, a movie critic for Entertainment Weekly, chronicles the life and career of notorious B-movie producer Roger Corman through a collection of original interviews with the drive-in mogul’s many A-list alumni. While Corman may not be a household name to some, the actors and directors he helped break into the movie business are legendary. Jack Nicholson, Francis Ford Coppola, Sylvester Stallone, Martin Scorsese, Tommy Lee Jones, Ron Howard, Robert De Niro, Jonathan Demme, and Sandra Bullock all got their starts on Corman’s low-budget exploitation flicks.

In this excerpt, future “King of the World” James Cameron, John Sayles, Gale Anne Hurd, and others recount making Corman’s 1980 Styrofoam-and–Scotch tape Star Wars rip-off, Battle Beyond the Stars, and Corman’s New World Pictures follow-up, 1981’s Galaxy of Terror. Caution: Tales of buxom spaceships, sexual assaults by giant worms, and severed maggot-covered arms lie ahead …

JOHN SAYLES (writer, director; post-Corman credits include Matewan, Eight Men Out, and Lone Star): “By 1980, Star Wars had come out and The Empire Strikes Back was about to come out. Roger approached me about writing a screenplay that he described as ‘The Seven Samurai or The Magnificent Seven in space.’ He was calling it Battle Beyond the Stars. Roger liked those kinds of ideas. It was a good way to restage a Western like The Magnificent Seven with $1.99 cardboard sets. And obviously the genre was hot at the time. I think I wrote the script in three or four weeks. The rewrites weren’t so much about character. It was more like ‘It’s expensive to show the ship landing and taking off, so can you get rid of those transition scenes?’ What I remember very strikingly about Battle Beyond the Stars is that it was being cofinanced by a big studio, Orion. They were going to put up half the money — Roger was putting up a million and a half, and Orion was putting up a million and a half for foreign distribution rights. We rode over to Mike Medavoy’s office at Orion in Frances Doel’s little Volkswagen with Roger crammed into the backseat. At Orion, there was Mike with his cigar and a secretary who looked like Miss Universe. You could tell Roger was kind of having fun being there and looking around and seeing all the big-studio stuff he didn’t need to be successful. They shot Battle Beyond the Stars in an old lumberyard Roger bought in Venice to use as a soundstage. He was building his own studio lot. And you’ll notice that there’s not a lot of panning in that movie, because if you pan too far, you could see the lumber still stacked up. Roger had hired away some of the young kids who had worked on Star Wars. And that was also one of the first jobs that James Horner, the famous composer, did — back when he was ‘Jamie’ Horner. Roger recycled that score and some of those model shots in a couple of later movies. I think he was just trying to say, Why let it go to waste when it was good work? My only disappointment with the film was there was one character who I had written — Cayman, I think his name is — who was supposed to be a walking, talking lizard. And they just got a big guy with tattoos, because I think designing a full-body costume would have been too expensive. It’s definitely a cheesy look, but some of what I wrote into it, knowing that it was not going to be able to look like Star Wars, was that this was a trashy universe. One of the characters is a trucker, not some rocket scientist. He’s just driving this space rig. I tried to anticipate the low-budget look that it was gonna have. I thought they actually did a nice, imaginative job, like having the mother ship have breasts. I think that was James Cameron’s idea.”

JAMES CAMERON (director; post-Corman credits include The Terminator, Aliens, and Titanic): “I had been sort of preparing myself for a career in visual effects by learning about mold-making and sculpting and matte camera and optical printing on little film projects in Orange County with some other eager wannabes. And we got a lead that there was a film being made up in Venice with visual effects for Roger Corman. I knew who Roger Corman was, and I knew the films he had made. So I trooped down there, and they had an opening for a modeler. I started off as the lowest man on the totem pole in the model shop. I was just happy to be on a film — I didn’t care that it was a pretty rinky-dink production. This was at the lumberyard, which was basically just an empty building with a floor that was flooded. Roger came through one day, and he kind of threw down a challenge to everyone in the model shop. Actually, he was kind of pissed off. We’re so many weeks away from shooting, and no one had even designed the main character ship for Battle Beyond the Stars. The main space ship had a female computer. It was kind of a HAL 9000, but female. He said, ‘I want a design in the next two days.’ So it sort of became a sort of design contest, and I thought, OK, it’s Roger Corman. He does girls-in-bamboo-cages movies. What is he selling? He sells tits! So I designed a kind of Amazon warrior spaceship — basically a spaceship with tits. It was a cool design. Roger came through and he looked at all of the designs, and he stopped at mine and he went: ‘This is it, this is exactly what I want.’ He said, ‘What is this?’ And I said, ‘This is a spaceship with tits.’ And he says, ‘Yes, that’s exactly what it is. You build it.’ So suddenly, I was the guy in the model shop that everyone hated.”

GALE ANNE HURD (producer; post-Corman credits include The Terminator, Aliens, and The Walking Dead): “The first movie Roger sent me to the set of was Humanoids from the Deep. I put super-slime cellulose on the monsters right there with Rob Bottin. After that, Roger said, ‘I need someone to go down and check to see how preproduction is coming along on Battle Beyond the Stars. Can you go down to the lumberyard and see how the sets are coming along?’ I walked into the model shop, and this very tall, blond gentleman came up to me and said, ‘What can I do for you?’ And I said, ‘Can I tour the model department? I work for Roger.’ So he showed me around, and he had designed the spaceship exteriors and was building them, and they looked fantastic! I assumed he was the head of the model shop, but he wasn’t. He was Jim Cameron. I realized not one set was under construction. So I went back and I said, ‘Roger, I think we have to build twenty-five sets in a few weeks and not one of them has been designed, much less started construction.’ And he said, ‘What do you recommend?’ I said, ‘I know this sounds outrageous, but there’s a terrific artist who’s designed and built the spaceship. He knows what the exteriors look like. Would it make sense for him to design the interiors as well?’ And that’s how Jim moved over to run the art department on Battle Beyond the Stars. Under Roger Corman you could go from being a model builder to art director in twenty-four hours.”

JAMES CAMERON: “So that’s how that happened? That’s probably true. Gale used to come in and hang around. She had her headlights on. She was an up-and-coming producer. She was interested in all of the effects processes, and we just kind of naturally gravitated to each other. At that point, it wasn’t even anything romantic. We were just so focused on our careers, I don’t think that a romantic relationship even occurred to us at that point. The problem was that the guy who I was replacing, his job was to design something like twenty-five sets. Well, he’d only made two, and they were going to start shooting in four days. It was a complete nightmare. No one knew what the hell they were doing, and I just took charge. Roger fired me two or three times. The first couple of times I got fired, they would just rehire me behind his back because nobody else could get the sets built. One day, Roger comes in and we were working on some set — I think it was a robot workshop — and he says, ‘This is just a shitty little set, why isn’t it done? Look at this, the paint is still wet!’ The mistake I had made was my crew was still there working on it. And I quickly realized that it didn’t really matter to Roger how good the set looked, it only mattered that it was done. So I arranged a system where I set up a spotter to look out for his white Lotus coming down the street, and we used walkie-talkies and I had a code, like ‘The Eagle has landed!’ And I drilled everybody and said, ‘When I blow this horn three times, no matter what you are doing, drop your tools and walk outside and get a cup of coffee. When you hear three blasts, it’s down tools, walk out now.’ So at six forty-five in the morning, the white Lotus is coming down Main Street in Venice, and somebody gets on the walkie-talkie and says, ‘The Eagle has landed!’ I grab the horn and blow it three times, and everyone walks out to get an egg sandwich, and Roger pulls in and walks around and there’s no one working on the set, and he goes, ‘Very good.’ And walks out. And that was it. I realized how you played that game.”

SYBIL DANNING (actress; post-Corman credits include Chained Heat, Reform School Girls, and Grindhouse): “I think Battle Beyond the Stars was one of the first movies they made in Roger’s lumberyard studio, and it looked like it was just pulled up from the deep. Mushrooms were growing on the walls. But I didn’t care, because it was my first big movie in America. I remember there were a lot of fittings for my Valkyrie costume. They had to build a cast for my Styrofoam breast piece, and we always had problems with that when we were shooting. I guess my nipples would keep poking out a little. And we’d have to stop. After the third time, Roger said, ‘Glue her in!’ It was a pretty risqué outfit. When the movie came out on NBC, they actually had to fog out my entire chest.”

BILL PAXTON (actor; post-Corman credits include Aliens, Apollo 13, and Big Love): “In the late seventies, I moved to New York for a few years and studied drama at NYU. When I came back out to L.A., I was doing odd jobs and things, and trying to get some acting work. I needed a job. I was living about a dozen blocks north of the lumberyard studio Roger bought in Venice. He had started doing these low-budget science fiction movies there. They had a couple of little stages. And my friend said, ‘Hey, I’m working out there for this young art director named Jim Cameron, and my God, he’s really something. I think I can get you on the night crew. Come down and I’ll introduce you to Jim.’ So I got down there at seven o’clock, and Jim says, ‘Phil tells me you’ve worked in the art department.’ I go, ‘Yeah.’ ‘And you’ve worked for Roger Corman?’ ‘Yeah.’ And he said, ‘Well, can you start right now?’ And I go, ‘You mean, right now?’ And he goes, ‘Yeah. Go paint that wall over there.’ And that’s how I met Jim Cameron.”

JAMES CAMERON: “Bill came in, and we just called him ‘Wild Bill’ because he was big in gesture and speech, and he was obviously a natural performer. I knew he was trying to act as well, but I didn’t care about that — at least until a couple of years later and I was doing The Terminator, and I cast him in a small part as one of the punks who’s killed in the beginning of the film. When he first came in, I was right in the middle of building a set, and I said, ‘You, can you paint?’ And he said, ‘Yeah, baby!’ And I said, ‘Get over here and paint this wall.’ “

BILL PAXTON: “Well, I just remember the conversation was very succinct. I was pretty gung-ho. He coined a term called ‘kluging.’ It’s taking disparate things and making something out of it. So we were taking everything from, you know, photo tubes to industrial dishwashing racks to Winnebago molds and just putting them all together and creating these spaceship interiors. We’d spray them all down with paint, and then we’d trick them all out with set dressing. He was amazing.”

JAMES CAMERON: “I was trying to emulate this look of Silent Running. Doug Trumbull had a lot of vacu-formed wall modules that he created on that film. I didn’t have access to that kind of equipment; I had to whip something up. So what I did was I got a bunch of these Styrofoam trays — McDonald’s breakfast trays of all different sizes — and put them into configurations and hot-glued them onto the walls in patterns. I just did it the super-cheapo way. We bought them in bulk. I had one rule, which was never unplug your glue gun. And I used to scream at people about it because they took twenty minutes to heat up, and if you just left it on all night, then you could just quickly glue things together. I developed this whole method for cutting foam-core and scoring it on the backside and bending it so it looked like formed metal and spraying it with automotive lacquer and metallic paint. It looked pretty good.”

BILL PAXTON: “While we were making Galaxy of Terror, I had sold a little short I had made to Saturday Night Live, and Jim was very taken by that. And suddenly he looked at me as not just a guy painting sets but actually as a guy who had a similar ambition to his — to be a filmmaker. About halfway through the thing, I remember one night, Jim and I were kind of working side-by-side, and he started telling me about this screenplay he was writing. And I’ll never forget, he said, ‘It’s about a cyborg from the future that comes back to the present to kill the woman who’s going to give birth to a son who, in the future, is going to lead a revolution against the machines.’ And I was like, ‘Far out, what are you going to call it?’ He said, ‘I’m going to call it The Terminator.’ “

JAMES CAMERON: “I hit Roger up in the hall one day and said, ‘We’re falling behind on Galaxy of Terror and you’re not getting coverage, so why don’t you let me direct second unit?’ He said OK. And I kind of also became an alternate first-unit director because they fell so far behind that I had to do actual scenes with the actors. That was my first experience directing. I sort of thought maybe I should think about directing because I keep building these cool sets and these guys keep shooting them like idiots. I knew how it should be done, and I was watching these boneheads, thinking I can do better than this! So yeah, I was looking for an opportunity to direct. I wrote a couple of scenes where this guy cuts his arm off with a crystal and the crystal attacks him. But I didn’t write the infamous scene with the giant maggot raping that woman. Roger always had to have a rape scene in all of his films — it came from his biker films and women-in-prison films. I didn’t approve of it at all, but I wasn’t judgmental about it. Anyway, the whole maggot rape scene starts with this severed arm with these maggots on it, and one of them grows. I had to do a POV shot of the arm lying on the floor with maggots on it. So they bring me the arm, and they bring me the worms. I look in this container that they got from this pet store, and they’re mealworms that you use to feed lizards. And they didn’t do anything! So I sprinkled the worms on the arm and I stared at them and thought, Well, this doesn’t work. What are we going to do? So I said, ‘All right, get me some methylcellulose.’ I poured that over the arm, I poured the worms in the methylcellulose, I took a piece of zip cord and split it and stripped the ends, and I ran the zip cord around behind the set and I buried it under the dirt, and I put the leads in the methylcellulose, and I had a guy behind the set who was going to plug it into a junction box. I set up the camera, and I pointed it down at the arm. And meanwhile, unbeknownst to me, two guys have wandered up behind me, one of them I know who’s a sleazeball producer named Jeff Schechtman, and the other one is another sleazeball producer named Ovidio Assonitis who was going to produce Piranha II. So these guys are watching me, and what they see is me pointing a camera at an arm with a bunch of inert worms on it, and then I say, ‘Action,’ which is the cue for the guy to plug the zip cord in, and all the worms come to life! They’re writhing around trying to get out of this electrified methylcellulose, and then I’m shooting it. And then I say, ‘Cut,’ and the guy unplugs the zip cord, but you don’t see him because he’s behind the set wall. So what these two producers are seeing is that I say, ‘Action,’ and all of these worms start squirming around and I say, ‘Cut,’ and they stop. They can’t figure it out. And what I hear back later is they go off and talk and say, ‘If he’s that good with worms, I wonder what he can do with actors!’ And that’s how I got to direct Piranha II: The Spawning. Here I was, I’d gone through the Corman system like crap through a goose, and all of a sudden I was directing a movie and everyone hated me again.”

GALE ANNE HURD: “When Jim and I were initially going to make The Terminator in 1983, Arnold Schwarzenegger became unavailable because Dino De Laurentiis went forward with Conan the Destroyer. So at that point Roger offered me the job of going down to Argentina and overseeing the movies he was making down there. But my heart was in The Terminator.”

Chris Nashawaty is a movie critic at Entertainment Weekly. Crab Monsters, Teenage Cavemen, and Candy Stripe Nurses: Roger Corman, King of the B Movie is available for purchase now.