During the '60s, J.R.R. Tolkien’s The Lord of the Rings books grew exponentially in popularity and were initially perceived as “an underground smash hit, especially with artists and cartoonists,” Bakshi says. Graffiti proclaiming “Frodo Lives” was not an uncommon sight on college campus walls, and by the early '70s, Hollywood had started to clue in to its box-office potential.

“As far as realistic adult fantasy, Tolkien certainly was the best I’d ever read,” says Bakshi, who regularly consumed sci-fi and fantasy like Robert E. Howard’s Conan the Barbarian pulp novels in the '50s. “There was a very big fantasy kick going on in the underground and in popular culture [in the '60s and '70s]. That kick eventually had me make the picture Wizards.”

The $1.3 million-budgeted, politically pointed Wizards incorporates a number of Tolkienesque characters in its postapocalyptic setting, from fairies, elves and dwarves to the titular characters themselves (battling brothers Blackwolf and Avatar). As Bakshi’s animation studio was finishing the film, he learned that Mike Medavoy, who was running United Artists at the time, had put Boorman’s adaptation into turnaround.

“I thought, ‘Wait a minute, why don’t I go make the film?’ recalls Bakshi. “So I call up Mike Medavoy and I go to United Artists, which in those days were on the same lot as MGM. In the main building on one side of the building was MGM — which Dan Melnick ran in those days — and on the other side was Mike Medavoy at UA. I went to see Mike in his office and he says, ‘Look, I’ve got this script and I don’t understand it. I never read the book. We don’t want to make the picture. What do you want to do?’ I said, ‘I want to animate it. Three pictures.’ He said, ‘We don’t want the picture. What we want is our $3 million back for the screenplay that we paid Boorman. So I’ll give you the rights, and if you can get our money back, you can make the picture any way you want.’ True story.”

So Bakshi went straight across the hall to MGM to try to persuade Melnick. Peter Bogdanavich happened to be pitching a project with the studio head behind closed doors, but Bakshi talked his way into the office and dangled the rights to Rings in front of them. Melnick immediately bit. “Bogdanavich had to leave the room, never to speak to me again for the rest of my life,” says Bakshi with a chuckle. “We crossed the hallway to Medavoy’s office and Danny says to Mike, ‘OK, I want to make the film with Ralph. What do you want?’ And Mike says, ‘Three-million dollars for my screenplay back. And Melnick says, ‘You got it.’ They shake hands. Medavoy, whose job was just saved, gets on his feet and shakes my hand, almost crying. I got back his money. He was off the hook.” Bakshi then immediately got on the phone with his lawyer, Bruce Ramer (also Steven Spielberg’s lawyer, who infamously named the shark from Jaws after him), who sealed the deal with MGM that afternoon.

“So I’ve got the rights, I’ve got the film financing from MGM, Medavoy’s off the hook, I’m going to make three pictures, and I’ve also got $200,000 to start the storyboards. It wasn’t a bad day’s work, right?”

As Bakshi’s animation company was winding up Wizards, a whole division was established to develop The Lord of the Rings. Then he read in the trades that Dan Melnick just got fired. “I thought, ‘Shhhhit,’” groans Bakshi. Richard Shepherd was now heading up production at MGM, so the director and his lawyer set up a meeting to confirm that the project was still on track. “[Shepherd] says, ‘I don’t understand the picture. I don’t want to make it,’” recalls Bakshi. “You had two people in Hollywood in those days: people who read books who got the picture, and people who didn’t read books and didn’t get the picture. ‘Is Lord of the Rings about a wedding?’ I said, ‘No, it’s not about a wedding.’ Now I’m angry.”

Bakshi wanted the rights back and Shepherd wanted his money back. But the animation director was already into preproduction and did not have the funds to simply hand back the $200,000. So he called producer-record exec Saul Zaentz, who “made a fortune” on the Fritz the Cat and Heavy Traffic soundtracks: “Saul Zaentz had made One Flew Over the Cuckoo’s Nest on the Fritz the Cat money he made. Fritz the Cat was done for under a million dollars and made at some point $60 million or $70 million, so he was rolling in money. He gets on a plane that afternoon, he makes a deal with my lawyer to finance all three films and pay MGM back their money and have UA distribute the film — that’s Medavoy, who’s more than happy because now he gets his film back without him putting a penny in it. So I’m set.”

It was important to Bakshi to get the blessings of the Tolkien family, and he traveled to England to visit Tolkien’s daughter Priscilla. “I told her how I was going to make the film, and if she didn’t like it I wasn’t going to make it,” remembers Bakshi. “She loved what I had to say and she took me to Tolkien’s studio in Oxford."

Armed with a script delivered after multiple revisions by Peter S. Beagle and Chris Conkling, Bakshi had the approval of the Tolkein family and was ready to go with the first film in the series, budgeted at $8 million. “A fortune for me; I’m rolling in dough,” he says. Given carte blanche and the choice of making a live-action or an animated adaptation of the sprawling story, Bakshi sided with animation: “I owed it to my guys. All the animators were my friends and I didn’t want to let them go. It was a question of getting behind my guys who stood behind me on all my films.”

But the director still chose to shoot an entire live-action film first as a visual template reference for his unique animation process, a mixed-medium approach of straight animation; rotoscoping; and high-contrast, live-action scenes. “I always thought that mixing styles was proper, and that’s why I was able to mix live and animation and get a really interesting effect; let’s call it collage,” says Bakshi.

Having already employed a variety of mixed mediums on his previous films (Wizards uses footage from Nazi propaganda films), Bakshi knew he could get a jump ahead of the prolonged and laborious traditional animation process using the “secret technique that Disney used.”

“We didn’t have motion control in those days; there were no computers,” he says. “[Rotoscoping] was a tremendous way to get realism in a picture. … When it came to Rings, I was really trapped on the deadline. I came up with the technique of instead of tracing the photograph, I would put the actual photograph [in high-contrast] right on the animated cel and paint it. … The short time allowed me to take a chance on some stuff that worked out unbelievably. … If a director has no money, he’s got to find a way to find the style or shooting technique to make the lack of money disappear and at least be emotionally right, which is everything. Without emotion, you don’t have a scene.”

For the look and tone of the film, Bakshi leaned on a variety of artistic inspirations, ranging from “Rembrandt’s attitude on light and shade” to renowned fantasy-book cover artist J. Allen St. John, the art of Hal Foster’s Prince Valiant, and personal friend Frank Frazetta’s epic sword-and-sorcery masterpieces (which inspired their subsequent collaboration on 1983’s animated Fire and Ice feature). While the world of Tolkien is visually very clear to audiences now, Bakshi points out that there was little blueprint to go on beyond the pure imagination of words on the printed page, and lauds his concept artists for their collective efforts in bringing Middle-earth to life. “They had nothing to look at,” he says. “I loved those guys. The amount of work they did, the kind of work we designed — we didn’t have a movie to look at of Tolkien’s book. They showed everyone else how it should look.”

Another challenge Bakshi faced in realizing his canvas was properly syncing the lines of his voice actors with the movements of his character actors, whose performances were captured separately on different continents. “I sat at home at night not sleeping trying to figure out how to do it,” he says of the dilemma. “It was very complicated, and it was the first time I did it. It was representative of the kind of chances I took. I went to England and I recorded the voice actors. I cast them from English films and plays. They were absolutely great. [John Hurt as] Aragorn did such a sensational job it embarrassed me.” Star Wars’ C-3PO, Anthony Daniels, notably provides the voice of the elf Legolas.

Once he recorded the entire film’s dialogue with the Brit actors, Bakshi returned to Los Angeles to shoot costumed characters on a bare soundstage. Well-known little-person actors Billy Barty and Felix Silla were among the performers. “We’re shooting in a white stage, all white walls, ceilings, floors, with lines on the floor so you could know where you are, and instead of recording voices, when I’d say, ‘Action!’ my voice man would turn on the voice tape that I recorded in England,” Bakshi explained. “And there you would have the actor throating his line to the English voice from loudspeakers, and the actor would mime that.”

Given all the tap dancing required to effectively merge the vocals with the performances, Bakshi was least concerned about precisely syncing them together: “In animation, I could shift the track; all they had to do was come close enough,” continues Bakshi. “You have to understand that you have total control over the drawings. I wasn’t worried about making it sync on the Moviola. They could be 12, 16 frames off and I could still make it work. It was still tedious, but it wasn’t something I was worried about. On the other hand, all these techniques were new to the industry and myself, and when I asked for three or four more months to edit the film at the end, the producers and distributors say, ‘Go fuck yourself.’ And that’s not really nice.”

Despite his unwavering enthusiasm for Tolkien’s material helping to drive him to the finish line, Bakshi found the monumental realities of overseeing such a massive production to be back-breaking.

“I nearly died,” he says, candidly. “It was the hardest thing I had to do in my life. I didn’t have the budget for producers. As I was shooting the picture live action in Spain, I was running the company on the phone through my secretary and my production manager. I didn’t get much sleep. It was the hardest thing I ever had to do. But the animators loved me. And I had tremendous support on all my films from these guys because they loved what they were doing and they knew what I was trying to do. They held it together.”

While upward of 3,000 animators worked diligently on the established footage, Bakshi hammered away at the orc action scenes and the battle of Helm’s Deep in Spain, battling the elements — and some politics — in the process. The crew shot at The Castle of Belmonte, the same 15th century stronghold in Castilla-La Mancha that hosted Charlton Heston’s production of El Cid.

“I’m on the wall of the castle, it’s windy, it’s cold, I’m freezing,” says Bakshi of one particular battle sequence that employed nine cameras to run at once. “Coming in from the various towns are hundreds and hundreds of townsfolk, they all line up, they get fed, they’re going to be orcs with shields, spears, costumes. All morning and in the afternoon we’re dressing, and now we’re running around doing composition. … We’re finally ready to roll, so I said, ‘Roll camera one, roll camera two, roll camera three, roll camera four, roll camera five’ — we only have one take on this so I have all the cameras rolling. By the time I get to camera six, some guy stands up in the middle of the composition, takes off his head and helmet — he’s the communist leader — he said, ’It’s time for lunch!’ Everyone drops their spears and their costumes and they walk off to lunch. But not to miss a shot, I keep the cameras rolling. I knew at the end of Helm’s Deep I’d have to get some shot of orcs walking away in disgust. So we used a couple shots of people walking away later in the film. And we had to reset and reshoot and we finally got the shot. I’ll never forget it.”

As the picture was taking shape, both Led Zeppelin and Mick Jagger circled the project with interest. Zeppelin is well-known for its multiple Rings references (to Mordor, Gollum, Ringwraiths and more) in such songs as “Ramble On,” “Misty Mountain Hop” and “The Battle of Evermore.” Bakshi approached the band to use its music as the soundtrack to the film and he says they responded with an enthusiastic “Absolutely!” But according to Bakshi, producer Zaentz, which owned Fantasy Records, couldn’t get the music rights, as the top-selling band’s contract prevented it from working for another label. “He passed and he got me Leonard Rosenman [to compose the orchestral soundtrack],” says Bakshi. “[Rosenman] was good. I didn’t mind him. He had a good reputation. But Led Zeppelin would have blown off the roof of the picture. So I lost that one.”

As for Jagger, the Rolling Stones frontman learned of the production and was keen on getting involved. “So I get a call from Mick Jagger — he wanted to come up and see what we were doing on Rings,” recalls Bakshi.“[My studio on Hollywood and Vine] is full of college kids all graduated from art school, a very young group. So I’m walking through the studio with Mick Jagger and the girls start to scream and faint. I had 2,200-3,000 people working on four floors, and the word spread to each floor that Jagger is walking around, and people got from one floor to the other through the staircase, and there was thunder like horsemen coming down, shaking the staircase. My son was there for the summer and he was terrified — he hid in the bathroom. So that was just hysterical. … [Jagger] wanted to do the voice of Frodo. I told him I would have used him easily but I was already recorded and everything. He’d be a pretty good Frodo, I guess. I don’t know.”

Bakshi says that the trade-off for all the hard work on Rings was a real sense of creative freedom on the picture, but his biggest surprise was yet to come — the pivotal decision that would prompt him to walk away from the rest of the trilogy.

“I wanted three or four more months for editing. I was exhausted. I was tired. I was burnt out from Spain and shooting, and I didn’t want to make the deadline, which was [right before] Christmas,” he remembers. “What you’re looking at is the first rough try on my part. So I had a big fight with [the studio to buy more time]. ‘We can’t. We’ve got the theaters booked, we’ve got the popcorn in the theaters' — you know, that bullshit. So that was the first blow. The second blow was when I handed it in a week before release, what we used to call wet prints, to the theater. They showed me the advertising campaign and I said, ‘Where’s the Part One?’ And that’s when I found out.”

A key criticism of Bakshi’s Rings final cut was the fact that the story simply ends after the battle of Helm’s Deep, with a narrative voiceover explaining, “as their gallant battle ended, so too ends the first great tale of The Lord of the Rings.” Fans of the source material felt duped, and even the uninitiated were scratching their collective heads over the ending because they never got to see Frodo throw the One Ring into the fires of Mount Doom.

“I had a huge fight with [Zaentz] and I didn’t want to do Part Two,” says Bakshi.“It may sound odd to you today. We came from a different breed in those days. … Life was too short to spend your time with a bunch of people that you didn’t want to be with. In other words, people that would screw you over that way after you made so much money for them. You don’t want to spend another eight years with those guys. … That wasn’t an easy decision to leave, because I loved Tolkien.”

He continued, “There’s a certain attitude that we carried with us in those days that had to do with a shake of the hand and honor and respect, do the right thing, and let the black people vote and let women vote, get out of Vietnam. We were a whole different kind of kid. Bobby Dylan was singing, Jackson Pollock was abstract painting, Charlie Parker was playing his saxophone, Miles Davis — it was a whole different America. So you didn’t want to hang out with assholes, and I didn’t want to spend my time doing that.”

Clocking in at 132 minutes, The Lord of the Rings was released in the U.S. on Nov. 15, 1978, grossing more than $30 million domestically at the box office. It was nominated for a Saturn Award for best fantasy film and a Hugo Award for best dramatic presentation. It also earned a Golden Globe nomination for best original score and won the Golden Gryphon in 1980 at the Giffoni Film Festival in Italy.

Audience attendance was solid at the theaters even though many critics were not kind to the final product. “The picture was very confusing — that’s what a lot of the reviews had said,” Bakshi observes. “Everybody put me down for using [rotoscope] for some reason. They thought I was cheating. … The animation industry yelled at me. People screamed at me. They said the animation was cheap. They said I had too many different styles. It was ripped to shreds.”

Despite the critical flack on Rings, Bakshi stuck to his guns with his signature rotoscope/mixed-media style on such feature-length follow-ups as 1981’s American Pop, 1983’s Fire and Ice, and 1992’s Cool World. But it was that last studio film starring Brad Pitt, Gabriel Byrne and Kim Basinger that proved to be too much to bear for the Brooklyn-bred director. “That was the film that did me in totally. I quit movies after that,” he says of Cool World. “I just burned out and I left the industry tired, thinking I was a failure.”

Returning to select television work for a spell in the ‘90s, Bakshi ultimately found more happiness living in the Southwest, painting, drawing, working on various pet projects, and making convention appearances.

“I’ve always felt that my attitude was anathema to Hollywood; I was playing a game that no one wanted to let me play,” he confides of his unconventional approach to studio politics. “But I had a great time in Hollywood. I had more freedom than any director’s ever had in his life — except maybe for Spielberg. After all the things I went through I am not complaining. I had the best time in my life.”

As for the unfinished business of his stunted Tolkien trilogy, Bakshi offers, “Now that Saul Zaentz is gone, I wouldn’t mind being involved. If Warner Bros. wanted to make part two and three in animation, I would consult. I’d be very happy doing that.”