In 1975, an up-and-coming filmmaker named Steven Spielberg invented what would soon become known as the "summer blockbuster" by scaring people out of the water with Jaws. Two years later, he raised his profile yet again with Close Encounters of the Third Kind then proved that he would dominate the box office throughout much of the 1980s with Raiders of the Lost Ark (1981) and E.T. the Extra-Terrestrial, which arrived in theaters on June 11, 1982.

1. E.T. was initially patched together from different ideas for separate movies.

With his newfound success following the back-to-back smash hits of Jaws in 1975 and Close Encounters of the Third Kind in 1977, director Steven Spielberg wanted to tell a smaller, more personal story for his next film. Entitled Growing Up, the proposed movie was inspired by the divorce of the young director's parents when he was 15 years old. It included the feelings of alienation Spielberg felt being Jewish in an all Gentile neighborhood in Arizona and was told from the perspective of three children.

When the project was shelved, Spielberg moved on to another big-budget film, 1941, but the basic idea stayed with him. Around the same time, Columbia Pictures demanded a sequel to Close Encounters. Spielberg wanted no part of that, though he had a small idea about what would have happened if an alien didn’t go back to the mothership at the end of that movie. To ensure they didn’t make the sequel without him, he instead commissioned writer/director John Sayles to create a script for a pseudo-sequel called Night Skies, about a suburban family terrorized by a group of aliens with one befriending the family’s son.

The project was too dark in tone for Spielberg, though, and ultimately, he had Columbia just re-release a special edition of Close Encounters that featured additional scenes. But he still recognized the potential of a film like Night Skies, so he and screenwriter Melissa Mathison then combined Spielberg’s semi-autobiographical story with the benevolent alien visiting a boy on earth to create E.T. The idea of the terrorized family was refashioned as another eventual Spielberg production: Poltergeist.

2. Melissa Mathison’s first draft of E.T. became the shooting script.

Most films go through several drafts before a final shooting script is locked into place, but Melissa Mathison’s first draft is what Spielberg used during shooting. Instead of constantly revising individual drafts, Spielberg gave Mathison the general narrative plot for her to round out. She would write for five straight days and then collaborate with him for five successive days of feedback. This process went on for eight weeks, and Spielberg later called the resulting screenplay “the best first draft I’ve ever read.” In order to maintain a spontaneous and streamlined shoot (and unlike the fully pre-visualized Raiders of the Lost Ark), Spielberg didn’t storyboard any of the shots for E.T. and kept the script Mathison had written on 3 x 5-inch notecards in his shirt pocket. This gave him the freedom to revise, improvise, and make things up with the child actors on set. To maintain secrecy while shooting, the production name was listed as the rather mundane “A Boy’s Life.”

3. Drew Barrymore’s wild imagination impressed Steven Spielberg enough that he cast her as Gertie in E.T.

Getting the right young actors to play the three main young siblings was a paramount problem for Spielberg. The first kid he cast was Drew Barrymore as Gertie, the youngest of the trio. During her audition, the 6-year-old Barrymore allegedly told Spielberg that she wasn’t really an actress at all but rather the drummer of a loud and menacing punk rock band called the Purple People Eaters, who painted their faces with makeup for every show and who had played to an arena packed with thousands of people the night before. Spielberg recognized the value of her vivid imagination and she got the part.

4. Henry Thomas’s improvised audition for E.T. won him the part of Elliott.

The most difficult role for Spielberg to cast was that of Elliott, the boy who discovers and befriends E.T. Spielberg’s friend Jack Fisk (Sissy Spacek’s husband and the production designer of such films as Badlands and Eraserhead) suggested a young actor by the name of Henry Thomas, whom he had directed in his 1981 film Raggedy Man. Spielberg brought Thomas in for a meeting to audition at Universal Studios, but instead of giving Henry the script to read, the director opted to have the young actor improv a scene with a government agent (played by casting director Mike Fenton) who is trying to take his alien best friend away from him.

Spielberg’s only direction to Thomas was to do whatever it takes to stop the government agent from taking the alien away. In the heartbreaking audition (which you can watch above), Thomas broke down in tears while pleading with Fenton not to take his friend, prompting Spielberg to conclude the session with “OK kid, you got the job."

5. Peter Coyote’s bad audition for Raiders of the Lost Ark got him a part in E.T.

Peter Coyote, who plays the sympathetic government agent Keys in E.T., auditioned for the role of Indiana Jones during a May 1980 casting session held by Steven Spielberg and George Lucas. Coyote, who was given snippets of the Raiders of the Lost Ark script along with a character outline of Indy, brought along a dashing fedora to accentuate his audition in hopes of wowing the two Hollywood heavyweights. But when he was told it was his turn to go, he tripped over the wiring of the lights that were set up in the room. His stumbling first impression was the furthest thing from the debonair, tough-guy Indy. The part went to Harrison Ford, but Spielberg found something endearing in Coyote's clumsiness, and when it came time to cast Keys—an adult with childlike wonderment—the choice was obvious. The lesson? Sometimes being awkward pays off!

6. The combination of a painting and photos of famous people inspired the look of E.T.

Spielberg originally had production illustrator Ed Verreaux—with whom he had worked on Raiders of the Lost Ark—draft the initial designs of the titular alien creature. Eventually, he went with a different set of design ideas, created by special effects artist Carlo Rambaldi. Rambaldi had previously designed the mechanical head effects for the xenomorph in Ridley Scott’s Alien and the visitors from Spielberg’s own Close Encounters of the Third Kind.

For E.T., Spielberg tasked Rambaldi with coming up with an alien form that audiences could sympathize with. The primary inspiration was one of his own paintings from the Academy of Fine Arts in Bologna, titled “Women of Delta.” It depicted a shriveled character with stumpy legs, a long neck, an oblong head, and large eyes. To make the alien empathetic, Spielberg had Rambaldi study photos of elderly people who lived during the Great Depression. He also collated the alien's facial design with photos of Albert Einstein, Ernest Hemingway, and Carl Sandburg. Rambaldi completed his design in clay, and an impressed Spielberg quickly gave it the go-ahead. Artist Ralph McQuarrie, who was responsible for the famous concept art for George Lucas’s Star Wars, designed E.T.’s spaceship, saying it was meant to resemble a hot air balloon as if it were created by Dr. Seuss.

7. The E.T. puppet was a conceptual wonder, but made the sets a logistical nightmare.

For scenes that required the animatronic E.T. puppet—like Elliott’s room and the family’s living room—Spielberg had the production designers build the sets raised on stilts. The heavy robotic puppet was bolted down, and its wiring was hidden under the floor. The puppeteers were able to observe and manage the puppet’s performance from a series of TV monitors located in another room.

Spielberg wanted those on-set to act as if E.T. were a real actor for maximum believability, and asked the special effects designers to test out all puppet movements well before production began to ensure that the illusion wasn’t easily broken. Taking the farce even further, Spielberg told the young Drew Barrymore that the puppet was an actual living, breathing alien, and during the scene where—spoiler alert!—E.T. dies, the sobbing reaction shots of Barrymore are true-to-life tears, as she truly believed that E.T. had passed away.

8. A mime was responsible for E.T.’s hand movements.

A puppet can only do so much, so to breathe a little bit more balletic life into his creature, Spielberg hired professional mime Caprice Rothe to provide fluid and naturalistic hand motions. Each time the puppet was meant to interact with Elliott or pick certain things up during a scene, Rothe would have to lay horizontally underneath the puppet and extend her hands vertically, for take after take. She wore sleeve-length gloves that were made up to look like E.T.’s leathery skin, and mimicked his long, slender, four-fingered hands with her ring and pinky fingers sneakily tucked away in the fourth digit. In the final cut, she was credited as the “E.T. Movement Coordinator.”

9. A trio of actors brought E.T.’s other movements to life.

Universal Pictures

The scenes where Spielberg opted to show full-body shots of E.T. freely moving around were performed by three different actors. Two little people, Tamara de Treaux and Pat Bilon, wore special E.T. suits for wide shots of the alien walking around. They were able to see out of well-hidden slits cut into the upper part of E.T.’s chest. Other scenes, like when E.T. falls on his face from having a few too many beers, were performed by 12-year-old Matthew DeMeritt, an actor who was born without legs. His specially-rigged suit allowed him to walk with his arms where the alien’s feet would be.

10. The first voice of E.T. was Spielberg himself.

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During shooting, Spielberg acted out the voice parts of E.T. by positioning himself just to the side of the camera, uttering famous phrases like “E.T. phone home,” but also occasionally speaking in full sentences to better connect the character to the child actors. In the rough cut, Spielberg’s temp track was later replaced with the voice of actress Debra Winger. (Fun fact: Winger has an uncredited appearance in the Halloween scene as the zombie nurse carrying a little dog). For the final print, sound designer Ben Burtt—who previously worked on all of the Star Wars films and also on Raiders of the Lost Ark with Spielberg—hired a non-actor named Pat Welsh, whose deep and raspy smoker’s voice he overheard at a local camera store. Burtt lowered the pitch of her voice and mixed it with sounds of various animals breathing. For her performance, Welsh allegedly received only $380. In all there were 18 different contributors to the voice of E.T.—including Ken Miura, Burtt’s cinema professor from USC, who provided the burp in the scene where E.T. gets drunk.

11. Harrison Ford appeared in one scene, but it was cut from the final film.

Ford was already an iconic Spielberg alum, so to play with that image, the filmmaker cast his Raiders of the Lost Ark star as the principal of Elliott’s school. Other than Elliott’s mother, another adult's face wasn't shown until the third act, so Ford was always filmed from behind. Ford reprimands the youngster after the scene where Elliott frees all of the frogs about to be dissected (when he passionately kisses his classmate in an homage to John Ford’s 1952 film The Quiet Man). In another example of Elliott's and E.T.’s consciences melding, he’s seen levitating just out of his principal’s view until his mother barges in to take him home. These scenes were ultimately cut for time.

12. E.T.’s favorite candy was supposed to be M&Ms.

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Spielberg brought his idea to Mars Incorporated, the company that owns M&Ms, to ask if they could use their little candies in a scene where Elliott attracts the inquisitive alien back to his house. Universal Studios legally barred the company from seeing the final script, so Mars passed on the cross-promotional opportunity. Spielberg and company then brought the idea to the Hershey Company to see if they could use Hershey Kisses, but the company was looking to get more exposure for their newest creation, Reese’s Pieces, and suggested the peanut butter filled treats instead. Hershey agreed to spend $1 million for the rights to promote the use of their product in E.T., and Reese’s Pieces became the little alien's candy of choice. The agreement certainly paid off for Hershey, as the company reported a 65 percent increase in profits on Reese's Pieces just two weeks after the film premiere.

13. On set, Spielberg was an old hag.

In the Halloween scene (shot in October 1981), Elliott and his brother Michael dress E.T. up as if he’s their costumed little sister so that they can safely get him to the forest to phone home. To join in the fun, Spielberg spent the entire day dressed up as an old woman. He even bobbed for apples and went trick-or-treating with the cast at the wrap of that day’s shoot.

14. An international flight into LAX inspired one of the film’s later scenes.

In the original script, Elliott and E.T. are brought to an undisclosed hospital when the government captures them both, but production designer James Bissell and cinematographer Allen Daviau were having trouble finding a hospital suitable for filming. One day, Spielberg flew into Los Angeles International Airport aboard an overseas flight, and his return was severely delayed by the airport’s extensive construction that included huge scaffolding, over-sized plastic sheets, and cylindrical tubing everywhere. The space sparked Spielberg's imagination, so instead of bringing the two to a hospital, the government would create a temporary structure to shroud the family’s house in gigantic mylar sheets and plastic tubing similar to what he saw from the construction at LAX. The production covered the exterior of the house in the Northridge neighborhood of Los Angeles for the shots in the final film. The interiors were done on soundstages.

15. Everything in the famous shot of Elliott and E.T. flying across the face of the Moon was real—except Elliott and E.T.

Visual Effects Supervisor Dennis Muren and his team at Industrial Light and Magic were tasked with creating organic special effects to surround the potentially inorganic looking E.T. puppet. Surprisingly, the iconic shot of the boy and alien flying across the full moon was mostly a "real" shot. It took Muren and his team weeks to find the right spot to film a low moon among trees, so they used maps and charts to coordinate the scene once they found the right spot. In the shot, Elliott and E.T. are puppets that were added with special effects in post-production, but the rest is photo-real.

16. Spielberg gave a cinematic tip of the hat to George Lucas, and eventually Lucas did the same thing back.

The two friends and collaborators had hidden little nods to each other’s films in their work before, but for E.T., Spielberg didn’t need to hide anything at all. In one of the film’s cheekiest jokes, E.T. sees a child dressed up as Yoda for Halloween, prompting the little alien to exclaim, “Home! Home!” Spielberg didn’t tell Lucas about the joke until he held a personal screening for his friend at his Skywalker Ranch, which Lucas approved of with laughter. When he went on to make The Phantom Menace, Lucas returned the favor and made E.T.’s race of aliens part of the Galactic Senate. You can see them acting uncharacteristically hostile in the video above.

17. François Truffaut gave the film, and Spielberg, his blessing.

Spielberg worried that his intensely personal story wouldn’t resonate with audiences, and that they might have trouble identifying with a potentially off-putting alien character. Once finished, E.T. was publicly previewed a handful of times, but when the film was shown out-of-competition at the 1982 Cannes Film festival, audience members stood and applauded 15 whole minutes before the film ended. The standing ovation went on for another 15 minutes after the credits rolled, and Spielberg knew he had hit the perfect mark. After the Cannes screening, he received a telegram from fellow director François Truffaut, who acted in Spielberg’s Close Encounters of the Third Kind. The telegram read, “You belong here more than me,” echoing a similar line his character uttered in Close Encounters.

18. The film wowed audiences and heads of state alike.

Following Cannes, the film was released in the United States on June 11, 1982, and would go on to overtake Star Wars as the highest-grossing film of all time—a record it would hold until 1993, when it was beaten by another Spielberg film, Jurassic Park. Spielberg held personal previews like the one with Lucas for his friends and colleagues, but he would also go on to screen the film at the White House for then-President Ronald Reagan and the First Lady, Nancy Reagan. The director recalled sitting next to the President for the show, and even thought he saw Reagan shed a tear or two. When the film was screened for newlyweds Prince Charles and Princess Diana, Spielberg and the stars in attendance were bizarrely ushered backstage the moment the film ended. Apparently, Diana had wept so much that her prim and proper makeup was running, causing the Royal minders to whisk her away to redo the makeup before holding an informal meeting at the Princess’ request.

19. There was a plagiarism scandal.

Following the film’s resounding worldwide success, a claim of plagiarism arose when Indian director Satyajit Ray alleged that Spielberg had stolen the idea from a script he wrote in 1967, titled The Alien. Columbia Pictures had optioned the concept with Peter Sellers and Marlon Brando in the lead roles, but legal troubles forced Ray to abandon the project. When E.T. broke the bank in 1982, Ray felt certain that the similarities weren’t mere coincidence. Ray told the press, "E.T. would not have been possible without my script of The Alien being available throughout America in mimeographed copies," but Spielberg denied plagiarizing the script, saying, “I was a kid in high school when his script was circulating in Hollywood.” No further legal action was taken, and Ray would continue to make films until his death in 1992.

20. Spielberg and co-writer Melissa Mathison envisioned a sequel that was eventually abandoned.

Both Spielberg and Mathison wrote a story treatment for a potential sequel to E.T. during its initial theatrical run. Dated July 17, 1982, the treatment is titled “E.T. II: Nocturnal Fears,” and takes place the summer after the events in the first film. The story describes a plot in which Elliott and his friends are abducted by a mutated race of E.T.s led by an evil entity named Korel who is looking for Zrek, another alien stranded on Earth. Eventually, E.T. manages to save the group of kids and helps them back to Earth. Ultimately, Spielberg decided not to do a sequel because doing so "would do nothing but rob the original of its virginity.” You can read the 10-page treatment by clicking here. A novelized sequel by author William Kotzwinkle—who also penned the novelization of the original film—was published in 1985. E.T.: The Book of the Green Planet was set on E.T.’s home planet, which Kotzwinkle dubbed Brodo Asogi.

Additional Sources: E.T. Blu-ray special features; The Films of Steven Spielberg by Douglas Brode; Steven Spielberg: A Retrospective by Richard Schickel