Based on Jack Finney’s 1954 serialized novel in Colliers magazine, Body Snatchers was first brought to the big screen in 1956 by director Don Siegel with Kevin McCarthy and Dana Wynter as the protagonists in peril. Kaufman’s remake relocates the small-town paranoia to the big city, with Donald Sutherland, Brooke Adams, Jeff Goldblum, Veronica Cartwright and Leonard Nimoy starring as San Francisco residents discovering the hard truth that alien invaders are discreetly taking over unsuspecting minds and bodies while we sleep. Much like a tenacious pod person itself, Finney’s cautionary tale just keeps coming back for more, with four big-screen adaptations to date. Abel Ferrara’s 1993 film Body Snatchers (with Gabrielle Anwar and Forest Whitaker) and Oliver Hirschbiegel’s 2007 project The Invasion (with Nicole Kidman and Daniel Craig) continued the story’s potent pod strain at the box office. And yet another version is currently in development at Warner Bros.

Though he didn’t read the Finney novel until after taking on the remake for producer Robert Solo and United Artists, Kaufman loved Siegel’s 1956 film, finding it to be both scary and provocative: “I saw it when it first came out and I remember discussing it with friends. Part of the discussion was, ‘What was the paranoia about? Was it about Communism or McCarthyism?’ That made for interesting discussions back at the time. In some strange way, it was an extension of great radio. I think because people listened to stories on the radio, whether it was Orson Welles’ War of the Worlds or The Shadow, there was a more receptive mental set.”

In the years after Body Snatchers, Kaufman was elevated to the A-list set for his indelible big-screen adaptations of Tom Wolfe’s The Right Stuff (1983) and the Milan Kundera novel The Unbearable Lightness of Being (1988). He was also a founding father of the Indiana Jones franchise as Raiders of the Lost Ark story collaborator with George Lucas.

But the Oscar-nominated writer-director first made his mark in the early ‘70s with such films as The Great Northfield Minnesota Raid, The White Dawn and The Outlaw Josey Wales. Even having so much fondness for Body Snatchers, Kaufman was hesitant at first to helm the adaptation, especially in a time when movie remakes were more of a rare breed in Hollywood. But the more he examined the parable possibilities with an opportunity to move the action to his beloved San Francisco, the more he became intrigued in committing to the project.

“I thought, ‘Well this doesn't have to be a remake as such. It can be a new envisioning that was a variation on a theme,’” he says. “The allegory metaphor was moving it first of all into color, and second of all with a contemporary cast, and thirdly trying to give the characters a depth of characterization in the way that the original didn’t. The last thing was moving it to a big city. By the time we were making the film, paranoia had certainly gravitated to the big cities where it probably lurks now more than ever.”

Working from a script penned by versatile genre favorite W.D. Richter, Kaufman cast Sutherland and Adams as the leads, city health department colleagues Dr. Matthew Bennell and Elizabeth Driscoll. In the first act of the film, Driscoll confides in Bennell that her couch-potato husband Geoffrey (Art Hindle) is not behaving normally. They seek advice from Nimoy’s Dr. David Kibner, a celebrity psychologist whose therapeutic counsel may or may not be gaslighting them about the unbelievable truth at large.

“Could it happen in the city I love the most? The city with the most advanced, progressive therapies, politics and so forth? What would happen in a place like that if the pods landed there and that element of ‘poddiness’ was spread?” Kaufman asks. “In other words, the challenge [in making the film] would be even greater to approach it on how it affects the psychology of people. … Jeff Goldblum, for example, that kind of quirky, quintessential, San Francisco poet character — he may be an outsider, he may be isolated, he may be laughable, but he's very human. And even if he's self-absorbed, there's a quirky humanity that he has. Leonard Nimoy’s character, whether it's pop psychology or progressive psychology, his character undergoes a certain kind of transformation and there's a tragedy in that. And certainly in the love story between Brooke Adams and Donald Sutherland, it's the loss of humanity that is scary, not just the fact that they’re beset upon by monsters or the monster within.”

Helping to create a growing atmosphere of dread and claustrophobia, Michael Chapman’s shadowy cinematography and gritty color palette is directly dialed into the black-and-white classics that inspired him.

“We started talking about [the original] Body Snatchers and how to get that film-noirish feeling in color, and there weren't really examples of that,” remembers Kaufman, who accompanied Chapman to the Pacific Film Archives to study some prime noir entries. “We decided, ‘Let’s try to do that — let's do some lighting in color giving way to shadow. We had our own coding system because in some ways we wanted to be playful. We would say, ‘What degree of poddiness does this character have?’ And we would put a slight purplish tinge around the gills. We had certain angles that we hoped would sort of indicate a pod creepiness to things. When they're running along the Embarcadero and the huge shadows appear first, those are sort of classic film noir images.”

Chapman’s look for Body Snatchers is nicely complemented by Ben Burtt’s strategic sound design. The film’s audio progression highlights strong elements of nature amid bustling humanity in the early stages that give way to a more industrial noise, punctuated by ever-present sanitation trucks mashing what turns out to be a steady supply of human body husks; unassuming urban cacophony at first, then absolutely sinister upon the audience’s recognition of what is happening.

Kaufman plucked Burtt, famous for his Star Wars sound-effect innovations, for his absolute mastery of the unique vocation. “I remember with Ben Burtt somebody would play a door slam and he would identify when that slam was made and what it was: ’Warner Brothers, 1937.’ So when we created the pod shriek, he just became so inventive. Out of his respect for sound and knowing the whole encyclopedia of sound effects, how could he do something that was original and bone-chilling? One element I remember was a pig squeal mixed with other elements. He created a meal of sound.”

Of course, a film ultimately comes together or falls apart in the editing room, and Kaufman makes sure to laud his four-time collaborator, the late Doug Stewart, for bringing his alchemy in the bay: “He was just a great guy at making a scene cook. There’s a great art to editing, and there are not that many great, great editors. He was a great editor. When you make a scene cook, you lose frames. There might be a choice of one reaction to another. When are you on someone when someone else is talking? How do you blend the ingredients to a great meal? An editor, in a way, is a chef at the very end.”

The 1978 Body Snatchers begins from the point of view of the alien migration itself. Landing in the shadow of the iconic Transamerica Pyramid building (at the time, Transamerica Corporation owned United Artists) under the guise of undetectable spores and flowers, the beginning of the assimilation of the human race occurs remarkably fast. The invaders creep in as we sleep, forming a duplicate human in a pod, transferring thoughts and memories, then wiping away all sense of individuality and throwing away the shriveled husk of the original body. Twenty-two years after the first film’s release, Kaufman’s intense special effects helped to elevate the experience for more sophisticated viewer palates, from the moment Sutherland grapples with his own pod doppelganger to the disturbing “banjo dog” hybrid’s appearance, two of the director’s favorite special effects moments in the film.

“We were able to create that sense, essentially, of a planet that could be our planet in the future where all living matter has been devoured,” he says of the opening frames of the film. “It's a barren, Martian-like planet and the pod ectoplasm is escaping from it, looking for fresh hunting grounds, flying through space and arriving in San Francisco.” Amusingly, those complicated-looking organisms making their way through space turned out to be the simplest effects to create: “I found some viscous material in an art store, I think we paid $12 for a big vat of it, and then [we dropped it] into solutions and reversed the film. We had no digital capabilities whatsoever back then. I loved doing things that way, in a jerry-rigged, real-time way. Now with digital you’re into the realm of wizardry, but back then the director could ask to try this or that and [experiment]; the effects were physical.”

Early in Body Snatchers there’s a setup with a local banjo player, his loyal dog by his side, who entertains passersby from a park bench. Later, when man and dog are asleep and on the verge of being overcome, their pods are damaged with horrific results: “That was a case of what would happen with DNA if it got skewed or went awry, and if two pods were side by side, one of man and one of dog, and their [bodies] became fused in a crazy way. What monster could be created?” The production fabricated a mask of the banjo player’s face to put on the dog, and the unexpected visual result is jarring. “We put something on the lips of the mask so that the tongue would lick at it, and it worked,” Kaufman says of the shocking moment that sells the effect. He adds that the laid-in banjo music was recorded by none other than Jerry Garcia of The Grateful Dead.

Perhaps the most entertaining special effect of Body Snatchers is Brooke Adams’ natural ability to roll her eyes in a cozy scene with Sutherland over dinner. That unscripted gag came out of Kaufman’s particular craft of working with the actors to find the truth of the moment, the humanistic behavior that can be lacking on the written page in between lines of dialogue. “I said, ’Brooke, what could you be doing while you’re doing the scene? Is there anything?’ And she sort of jokingly rolled her eyes. And if you'll notice, they roll in opposite directions. It's kind of an amazing human feat, which just goes to something the humans can do, and would do, and pods would never do. And the way she laughs — and the way he laughs at her when it's done — to me is one of the core scenes of the whole movie. And it just sort of came from having the time to scratch a little bit at character.”

Sometimes in the most mundane tasks — chopping vegetables, enjoying a drink, simply looking into each other’s eyes — we can connect that much more to the characters onscreen, and Kaufman really loves to create those dialogue-free vignettes.

“Often people on the set or at the studio are so worried about just getting content, and content is not necessarily going to make the scene full of humanity or feel compassion and amusement and humor,” he laments. “I’d love to see Christopher Guest do a horror movie. The Coen Brothers often find a way where there's a subsurface of humor in the film, and yet it can be absolutely terrifying. Hitchcock had that. There was something beneath the surface, whether it's actual humor or the elevated sense of a situation with human beings in it, that tweaks a part of your mind that stimulates you rather than teaches you. Those are the moments that make a film worthy of a second viewing, and hopefully let a film be viewed decades later.”

While filming Body Snatchers, Kaufman was intent on paying homage to the 1956 original with a pair of special cameos. Early in the process, Kaufman reached out to director Siegel for some friendly advice about taking on the remake. As they were chatting in the veteran helmer’s office at MGM, Kevin McCarthy coincidentally was filming on the lot and popped his head in. The three men ended up talking at length about the concept and how to improve on the “pat” ending of the Allied Artists Picture, and Kaufman invited them to appear in his film: Siegel as a cabbie in a pivotal third-act scene, and McCarthy as a potential alarmist who confronts Sutherland and Adams with a dire warning.

“Too often people rip off films without acknowledging the source, and I wanted to fully acknowledge the original by putting Don Siegel in that taxi cab driving them to the airport,” Kaufman explains. “And I got the feeling that to bind the two films together if Kevin McCarthy had metaphorically been running for 20 years from a small place out in the country shouting, ‘They’re here! They’re here!’ and finally arriving in the big city, he’s the bearer of that theme, crashing into the already fragmented windshield of Donald Sutherland. And that was a way of linking the two films.”

He adds with a laugh, “When we were shooting that scene with Kevin McCarthy we were in the Tenderloin, and it’s a very rough area, and we were very cautious about how to deal with the players in that area. There was this naked guy who was just hovering around the set, and then he was lying there with his head on the curb just off-camera. Nobody wanted to disturb him. As we were rehearsing, Kevin came crashing into the windshield, and the guy said, ‘Hey, wait a second!’ We all looked — we didn’t know if he was dangerous or what — and he said to Kevin, ‘What are you guys doing here, Invasion of the Body Snatchers? Weren't you in the first?’ And Kevin said, ‘Yeah.’ And the guy said, ‘That was the better one.’ We were in the middle of shooting the film and we got our first review!”

Keen eyes will also notice Robert Duvall’s curious cameo in the opening minutes of the movie as a priest on a children’s swing set.

“We were good friends,” Kaufman says of the head-scratching moment. “We’d done The Great Northfield Minnesota Raid together. He’d come to San Francisco and we’d hang out together. I just thought if you’re going to make a horror movie, you’ve got to have a priest in it.” So Kaufman made a quick call to obtain some priest garb and put his pal on a squeaky swing. “I think Bob Solo gave him an Eddie Bauer coat as payment or something like that. There he is in the background, it’s odd and skewed, and the angles are sort of strange. The pods have landed, there’s a squeakiness in the air and a priest on a swing. It was just a moment I thought of.”

Of course, Invasion of the Body Snatchers is well known for its shocker of an ending: Veronica Cartwright’s character crosses paths with Sutherland’s Bennell and confides in him that she is still indeed human, only to discover that he has ultimately succumbed to the pod people. He then points at her while delivering that infamous pod shriek.

Kaufman had aimed to find an ending “that could truly be horrific,” and after successfully pitching this idea to W.D. Richter and Bob Solo, they decided not to reveal how the film would end to anyone else. “The night before we shot I talked to Donald Sutherland about it. He could have rejected it and we would have been in some sort of trouble,” the director says. “Donald embraced it. The next day when we went out to shoot it, I don’t remember that we even told Veronica until Donald turned and did that shriek.” Kaufman and Solo also kept the surprise ending from the studio execs, who did not experience it until the film was screened for them at George Lucas’ house. “Those were great days of filmmaking,” he recalls fondly. “There was a freedom that filmmakers had that certain studio heads understood. We took a chance.”

With a promotional campaign featuring a tagline that proclaimed, “The seed is planted … terror grows” and select posters that warned, “You’ll never close your eyes again,” the Dec. 22, 1978 release of Invasion of the Body Snatchers came a month after the shocking Jonestown massacre, in which 909 people took their own lives in Guyana under the direction of cult leader Jim Jones. Kaufman drew immediate parallels: “Part of the pod thing is becoming single-minded, and becoming part of a group of people who are single-minded and bent on survival of that group. Just before the film was released, Jonestown took place, and that was a case of a lot of people from San Francisco were looking for a better world and suddenly found themselves in pod-dom, and it was fatal. It could not have been a more pointed reason for watching the movie.”

Putting the film’s themes back into a contemporary context, Kaufman states, “The idea that aliens from outer space or something that is a mood-altering substance can take over, it's kind of a scary thing that they're going to defend themselves in a way that will destroy our humanity. There's a scene where Donald Sutherland throws out the line about [Driscoll’s husband] Geoffrey: ‘Maybe he’s become a Republican.’ There's some validity in that line. Some of the best Republicans I know have moved away from being Republicans because there is a kind of a pod conformity and hysteria and looking down at more complex, compassionate, humanistic people. San Francisco is still viewed in that way by a lot of people, that it's somewhat outside of the ‘pod-requisites’ for the advancing of that kind of horrific civilization. I feel that poddiness has taken over a lot of our discourse. I don't want to make this a political diatribe on what's disturbing me in today's world, but it certainly is there.

“What I like about the film and the original is the subtext that if we go to sleep we could turn into pods. We should not only say our prayers before we go to sleep, but we should examine ourselves upon waking in the morning. It pays to re-examine what you stand for each day. We have so many distractions and so much Tweeting and so much couch potato-ism and so much ambition that I think we’ve sort of lost something.”

Kaufman concludes, “In the end, if the film is valid — which I hope it still is — it’s really the loss of humanity that's the tragedy.”