Spaceballs is one of Mel Brooks’ wildest and most beloved movies. Here are 12 behind the scenes stories from a sci-fi spectacle that makes fun of everything in the universe.

Mel Brooks Was Inspired by His Son’s Love of Star Wars

Spaceballs riffs on many sci-fi classics, but it especially parodies the original 1977 Star Wars. He got the idea for Spaceballs, he wrote in his memoir, All About Me!, because “my son Max loved the Star Wars movies. I would take him to various showings of them. And for his tenth birthday, he had a Star Wars-themed birthday party.”

That gave Brooks an idea: “Science fiction! Now there’s a genre I haven’t wrecked yet.”

He had of already taken on Westerns with Blazing Saddles and horror films with Young Frankenstein, both in 1974 — as well as several other genres.

Mel Brooks Takes Some Credit for Star Wars

If there hadn’t been a Star Wars, there wouldn’t have been a Spaceballs. But if there hadn’t been a Young Frankenstein, there might not have been a Star Wars — at least not as we know it.

Brooks writes in his memoir, All About Me! that 20th Fox executive Alan Ladd’s decision to greenlight Brooks’ 1974 hit Young Frankenstein helped him earn enough clout to be “in a position to greenlight over three hundred films during his illustrious career, including High Anxiety (1977), Star Wars (1977), Alien (1977), Blade Runner (1982), A Fish Called Wanda (1988) and Thelma and Louise (1991).”

Of course, Spaceballs borrows from Alien, too. As well as many other sci-fi classics.

Spaceballs Was Also Inspired by It Happened One Night

One of the biggest reference points for Spaceballs wasn’t a sci-fi film, but a Frank Capra classic, 1934’s It Happened One Night. The film was the first to sweep the top five Oscar categories — Best Picture, Best Director, Best Adapted Screenplay, Best Actor and Best Actress.

The film follows an heiress (Claudette Colbert) who flees her dull groom on her wedding day and falls for a cool regular guy played by Clark Gable. “We took that same basic plot and shot it into space!” Brooks wrote in his memoir.

In Spaceballs, Princess Vespa of Planet Druidia (Daphne Zuniga) flees her dull groom, Prince Valium, on her wedding day, and falls for a cool regular guy named Lone Starr (Bill Pullman).

Daphne Zuniga Wasn’t a Mel Brooks Fan

Prior to working with Brooks, Zuniga (in a promotional image, above) said she found his movie parodies “too crass and just not funny,” according to Turner Classic Movies. But she changed her mind after her Spaceballs experience.

“I have this image of Mel as totally wacko and out to lunch. And he is. But he’s also really perceptive, real sensitive in ways that make actors respond,” she said.

Brooks recalls that when he offered her the part of Vespa, she said, “I don’t know. I haven’t done much comedy.” To which he replied, “That could be a plus!” (He explained that part of good comedy is playing it straight.)

Zuniga, of course, turned out to be very funny in Spaceballs, mostly because her character seemed to be taking all the absurdity around her quite seriously.

Tom Cruise and Tom Hanks Turned Down the Part of Lone Starr

Both Tom Hanks and Tom Cruise turned down the part of Lone Starr, according to The Hollywood Reporter.

You can see how they looked around the time of 1987’s Spaceballs — that’s Hanks, left, in a 1988 promotional image for Big, and Cruise, right, in a 1988 promotional image for Top Gun — and imagine what might have been.

The part, of course, went to a then-little-known Bill Pullman, who was terrific.

John Candy Ad-Libbed One of the Best Jokes

John Candy played Lonestarr’s Chewbacca-like mawg (half-man, half-dog) companion, Barf. (Spaceballs is not a subtle movie.) Brooks says he ad-libbed one of the movie’s best lines when he and Lone Starr’s flying RV crash-lands in the desert:

“Well, that’s gonna leave a mark.”

Chris Farley later borrowed the line in 1996’s Tommy Boy.

Rick Moranis Improvised Another Great Moment

Candy’s SCTV colleague, Rick Moranis, played Dark Helmet, the movie’s ridiculous version of Darth Vader. Brooks said Moranis “brilliantly improvised” another of the film’s best moments, when Dark Helmet is caught playing with Spaceballs action figures of himself, Lone Starr, and Princess Vespa.

“Knock on my door! Knock next time!” he yells at the inteloper, Colonel Sandurz (George Wyner). “Did you see anything?”

“No sir!” Sandurz replies. “I didn’t see you playing with your dolls again!”

George Lucas Had One Objection

Speaking of dolls: As a courtesy, Mel Brooks showed the Spaceballs script to Star Wars creator George Lucas. As Brooks noted in All About Me!, Lucas told him he was a fan of Blazing Saddles and Young Frankenstein and had no only one caveat:

“He explained that if I made toys of my Spaceball characters they would look a lot like Star Wars action figures,” Brooks explained. “And that would be a no-no for his lawyers and his studio’s business affairs department. So he gave me his blessing to make my funny satiric takeoff on Star Wars as long as I promised that I would not sell any action figures.”

That Talk With George Lucas Inspired Another Great Joke

Lucas’ no-action-figures rule inspired another of the funniest scenes in the film, when Brooks’ wise version of Yoda — called “just plain Yogurt” — reveals his secret weapon:

“Merchandising! Merchandising is where the real money from the movie is made! Spaceballs the T-shirt! Spaceballs the coloring book! Spaceballs the lunchbox! Spaceballs the breakfast cereal! Spaceballs the flame thrower! The kids really love that one.”

The Desert Was a Problem

In the scenes parodying the Tatooine desert sequences in Star Wars, which were shot in Yuma, Arizona, Brooks and his team faced a problem familiar to all moviemakers who shoot on sand: Removing the tracks from the previous take.

“We had to get a blower or a sand broom out there to make sure that the sand was ready for the next take,” Brooks wrote in All About Me!

The desert shoot was hardest on professional mime Lorene Yarnell, who played the movie’s version of C-3PO, Dot Matrix, who was voiced by Joan Rivers.

Spaceballs Inspired Elon Musk

Many investors have been inspired by sci-fi, but perhaps only Elon Musk has been inspired by Spaceballs. Musk’s Tesla cars feature a “ludicrous mode” that launches them from zero to 60 in under three seconds.

It is inspired by “ludicrous speed” in Spaceballs, which is a joke on “lightspeed” in Star Wars and “warp speed” in Star Trek.

The Wizard of Oz Connection

Spaceballs was shot partly on MGM’s Studio 15, which was the same location where The Wizard of Oz was shot.

“Sometimes when I was directing, I would imagine seeing Judy Garland, Ray Bolger, Jack Haley and Bert Lahr all cavorting around the stage,” Brooks wrote in All About Me!

OK, but can you sync Spaceballs to Pink Floyd’s Dark Side of the Moon?

After Spaceballs

Spaceballs wasn’t Mel Brooks’ biggest hit — Blazing Saddles and Young Frankenstein had far better returns — but it soon developed a devoted fanbase.

It inspired Spaceballs: The Series, an adult animated show, and also inspires countless people who see Brooks out in public to shout, “May the Schwartz be with you!” a beloved line from the film, as Brooks recounts in All About Me!

Meanwhile, Max Brooks, whose tenth birthday party inspired Spaceballs, went on to create his own sci-fi masterpiece. His 2006 novel book World War Z: An Oral History of the Zombie War, was the basis for the terrific 2013 Brad Pitt film World War Z.

Liked This Look Behind the Scenes of Spaceballs?

You might also like our looks behind the scenes of two other Mel Brooks classics: Blazing Saddles, and Young Frankenstein, the film that, according to Brooks, helped pave the way for Spaceballs.

Main image: Dey Young in Spaceballs. MGM.