The Force Never Left Him.

If you’re hunting for Grade AA “Star Wars” memorabilia, the last place to look is George Lucas’ tidy office in a Victorian-style house on his sprawling 2,500-acre Skywalker Ranch in Marin County. There are no show business adornments, not unless you count the Mickey Mouse bookends on his desk. Even with all the hype surrounding this week’s 20th anniversary re-release of “Star Wars,” Lucas’ office is a Hoopla-Free zone, without so much as a Jabba the Hutt doll on the fireplace or a furry Ewok peeking out from under the couch. * What you do see on the wall across from Lucas’ desk is a painting that elaborately details the enmeshed gears of a clock. Famously reticent with strangers (when an old crony hears you are to meet Lucas, he says, “Call me and let me know if he shakes your hand”), the 52-year-old filmmaker prefers discussing his work, not himself. But his description of his favorite painting offers an intriguing insight into a side of him few people see--not George Lucas, master of the digital universe, but George Lucas the humble craftsman.

“I’m a person who makes things--things that are intricate and things that work,” he explains one recent rainy afternoon. “When I was young, I was a carpenter. So I guess that’s what fascinates me--the way a 16th century clockmaker would build a complicated clock. And whether you’re a clockmaker or a filmmaker, that’s what you’re doing with your craft. You’re creating something that makes people awe-struck and fascinated--something unique.”

Of course, what makes Lucas unique is not just that he’s a modern-day clockmaker, but that he owns the clock factory too. “When you look at George, what you see is another version of Walt Disney,” says former Universal Pictures Group chairman Tom Pollock, who was Lucas’ lawyer for many years. “The unique thing about Disney was that the guy who owned the place was the same guy who made the movies. And the only other guy who fits that description in Hollywood is George Lucas.”

When Disneyland opened in 1956, the 11-year-old Lucas was one of its first visitors, riding down with his family from Modesto. The Magic Kingdom cast quite a spell--Lucas stayed for a week. He is the true son of Disney. They’re both artist-entrepreneurs who transformed their childhood fantasies into magic kingdoms. A small-town boy who preferred hot-rodding to schoolwork, Lucas transferred his passion for cars and comic-book heroes to filmmaking, directing two huge 1970s hits: “American Graffiti” and “Star Wars.”

He has not directed a film since making “Star Wars” in 1977. But in many ways he is more influential than ever. With the profits from his “Star Wars” franchise and the Indiana Jones films he created with Steven Spielberg, Lucas has built a lucrative umbrella of companies that have helped reinvent the modern-day experience of moviegoing.

Hollywood’s splashiest special-effects films, including “Terminator 2,” “Jurassic Park” and “Twister,” were propelled by computer-generated images created by Lucas’ Industrial Light & Magic (ILM) effects firm. The sound environment of film has been dramatically altered by Lucas’ THX Sound System now used in movie theaters worldwide. Many of the industry’s most popular video games have been created by LucasArts Entertainment, which used the “Star Wars” franchise to create such hit games as Dark Forces, Rebel Assault and X-Wing.

Because his Skywalker Ranch headquarters is in rural Marin County and because Lucas keeps such a low media profile, few people realize what an immense empire he has created. With sales of $300 million a year and an estimated pretax profit of $120 million, his holdings are valued, by Wall Street calculations, at roughly $5 billion.

Each wing of the Lucas empire is like an enmeshed gear, created to serve and promote another. When Lucas was making his “Star Wars” trilogy, he established ILM to create special effects for the films. It’s now the industry’s leading effects firm, with an annual revenue of about $100 million.

Unhappy with the way primitive theater sound systems garbled the dialogue in his movies, Lucas created his own digital sound system, THX, which provides theaters with top-flight audio presentation. It’s now in 1,400 theaters--not coincidentally, the same ones that will show the spiffed-up “Special Edition” versions of “Star Wars” and its two sequels, “The Empire Strikes Back” (due out Feb. 21) and “Return of the Jedi” (due March 7).

In 1982, long before a market existed for its products, Lucas started his own interactive media company, LucasArts, believing that someday it would provide another way to merchandise spinoff products from his films. His patience has been rewarded. The “Special Edition” re-release is expected to fuel a surge in sales of “Star Wars”-related products. The franchise’s multigenerational appeal has become a model for today’s vertically integrated entertainment conglomerates. “Star Wars” gave birth to the concept of event films, whose box-office grosses are often dwarfed by the revenue generated from their ancillary products.

Since 1977, Lucas has sold more than $3 billion in licensed “Star Wars” merchandise--toy industry analysts call it the Holy Grail of toy licensing. In 1995, after “The Lion King,” the year’s best-selling videocassette was the “Star Wars” trilogy package, which sold 28 million copies, generating a $100-million-plus profit for Lucas. Since 1991, 21 “Star Wars”-related novels have been published by Bantam Books--all but one have made the New York Times bestseller list.

“Star Wars” fans browsing the current LucasArts Company Store catalog can order such items as a Darth Vader AM-FM alarm clock radio, 3-D “Star Wars” watches (with an R2-D2 watch face), a C-3PO talking piggy bank, a Boba Fett ceramic coffee mug--even a pair of silk Darth Vader boxer shorts. F.A.O. Schwarz sells full-size Vader mannequins at $5,000 each.

In a popular culture awash in brand names, “Star Wars” is more than just a popular logo. For under-40 moviegoers, it was perhaps the most formative film experience of a generation, the equivalent of the indelible thrill baby-boomers had seeing the Beatles on “The Ed Sullivan Show.” When Steve “Spaz” Williams was assigned the task of inserting a digitalized Jabba the Hutt into a scene in the refurbished “Star Wars,” the young ILM visual-effects wizard was racked with nerves. “It was like performing brain surgery on someone famous,” he says. “If I did a bad job, there’d be millions of people out there mad at me personally.”

Profits from the “Star Wars” franchise have greased the gears of Lucas’ entertainment machine. Instead of having to partner with a corporate backer, he’s sunk his own money into research and development at companies like ILM and LucasArts. It’s made Lucas something of a counterculture capitalist. “We learned one rule that came out of the ‘60s,” he says with one of his frequent nervous laughs. “Acquire the means of production.”

*

Lucas never liked directing. After “Star Wars,” he asked Irvin Kershner to take charge of “The Empire Strikes Back.” When the veteran director arrived in Marin County, he found the walls of Lucas’ office plastered with architectural sketches of a dream project--the Skywalker Ranch, then just raw acreage. Kershner was shocked to discover that Lucas was making the movie with his own money--he was depending on “Empire’s” success to fund the ranch.

“ ‘This is what you’re making the film for, so we can build Skywalker Ranch,’ ” Kershner recalls Lucas saying. “ ‘If the movie’s a success, we’ll be able to build all this. If it’s a flop, the ranch will never get off the ground.’ ”

“Star Wars” funded more than just Skywalker Ranch. By the time Lucas finished negotiating his “Star Wars” deal with 20th Century Fox, he had become a bankable director. But when the studio offered him a higher fee, he held out instead for the film’s sequel, TV, merchandising and soundtrack rights. The unprecedented agreement--no filmmaker had ever retained his own ancillary rights before--turned out to be a gold mine. It gave the clockmaker the keys to the clock factory.

“If there was no licensing and no video, you’d have no film business today--that’s where the profit margin comes from,” explains Lucas, who, in his plaid shirt, cowboy boots and with his middle-aged paunch, looks more like a prosperous California rancher than an entertainment tycoon. “Making movies is a very risky business. And part of surviving is figuring out how when you kill the buffalo, how to use every single part so nothing goes to waste. As a filmmaker, your survival depends on that.

“Up here, we’re not part of a giant corporation. I don’t have stockholders or dividends--everything I make goes back into making something else. If we make a mistake, we die.”

It’s classic Lucas--a shrewd analysis of the entertainment business by a billionaire who still envisions himself as a maverick, in danger of going broke at any moment. Outside Lucas’ office is a panorama of oak-tree studded hills and immaculately designed Victorian buildings, but in his mind, the Skywalker Ranch is still a precarious frontier outpost--when he compares his empire to Hollywood, he describes it as “a little mud hut outside the castle.”

In Hollywood, seven giant movie studios dominate the landscape. But just a short drive north of San Francisco, here on the ranch and in several nearby industrial parks, is the eighth studio--in many ways the studio of the future. Just as Lucas created an alternative universe with “Star Wars,” he has created an alternative universe at the ranch. Lucas employs 1,200 people at his various companies, about 250 of whom work at the ranch, commuting from various Marin County locales.

A lush, filmmaker-friendly oasis, the ranch has three restaurants, a vineyard, yoga, ballet and tai chi classes and its own fire department, as well as a cozy inn where visiting filmmakers can stay in theme rooms named after such luminaries as John Ford, Orson Welles and George Gershwin (whose suite is furnished with a grand piano).

Everywhere you see skilled craftsmanship and woodwork--the elevator in Lucas’ main house has so much quilted mahogany that you’d swear you were in a private 19th century Pullman car. The sense of re-created history can be disconcerting. The main house is meant to evoke an 1870s-era Victorian structure, but it looks like the ranch house from “The Big Valley.” To guide his architects, Lucas created a story about an imaginary 19th century railroad tycoon who’d built a retirement spread on the land, providing dates when he imagined that the various structures had been built. Soon there will be more activity. The Marin County Board of Supervisors recently approved Lucas’ plans for an $87-million digital post-production facility, despite opposition from residents and some environmentalists.

The ranch reflects the values of its creator. As actress Carrie Fisher puts it: “Skywalker is where George gets to make up the rules.” Nobody wears suits. Nobody has assigned parking spaces. Lucas-speak prevails. Staffers often describe technological advances as “neat,” a term Lucas uses regularly.

Another rule at Skywalker: protect the creator’s privacy. A loner, Lucas offers few details about his personal life. He met his ex-wife, Marcia, when he was at USC film school. She shared an Oscar for Best Editing on “Star Wars,” but divorced Lucas in the mid-’80s after leaving him for a stained-glass painter she met working on the ranch. Lucas went out with singer Linda Ronstadt several years later, but the relationship didn’t last.

Lucas lives in a house a short drive from the ranch, where he is raising three adopted children by himself. His oldest daughter, Amanda, adopted when George and Marcia were still married, is now a 15-year-old hip-hop fan. Lucas also has an 8-year-old daughter named Katie and a son, Jett, 4.

Lucas rarely goes to Hollywood parties and when he does, he appears uncomfortable. “It’s hard for him to make conversation,” explains a friend. “Eventually, he’ll find a couple of people to talk with and he’ll loosen up. Of course, they might be the only people he’ll talk to all night.”

He’s a high-tech entrepreneur with low-tech habits. Lucas still writes his scripts in longhand, using the same three-ring binder he used to compose his USC films. Since he began work on his new “Star Wars” prequel series, he only spends one day a week--usually Friday--at the ranch. To most employees, he is a distant presence. Scott Ross, the former ILM general manager who now heads up the rival firm Digital Domain says he only met Lucas five times in the five years he was there.

Located in San Rafael, ILM embodies Lucas’ passion for privacy. Even today, it retains a CIA-style anonymity--the sign outside identifies the building as the Kerner Optical Co., a long-departed tenant. “It was always a very cloistered place,” recalls Ross. “If you didn’t work there, you never knew anyone who worked there, where it was or how to get in. It was like going into a convent.”

At Skywalker Ranch, the rest of the entertainment universe seems light years away. It’s the way Lucas wants it. As a young filmmaker, he chafed at studio interference--his first two films, “THX 1138” and “American Graffiti,” were both re-edited without his cooperation after poorly received early screenings. Lucas realizes that today’s corporate entities are even more artist-unfriendly.

“When I did ‘Star Wars,’ there were three people at Fox who ran the studio--there was one guy above [president] Alan Ladd, who had two readers and that was it. Now you go to a studio and there are 30 or 40 guys, which means it’s very hard to get anything done--if you need 30 people to decide whether you’re going to send a rocket ship to the moon, it’s very hard to make that happen.”

So Lucas keeps Hollywood at arm’s length. He has no agent. He is not a member of either the Director’s Guild or the Writers Guild, having quit after disputes years ago. “George always liked to operate outside of Hollywood, away from the system,” says Ben Burtt, a longtime Lucas sound designer who won an Oscar for his “Star Wars” sound effects. “It’s like he has his own rebel base up here.”

*

The first time George Lucas made headlines was not for an Oscar nomination, but for nearly killing himself in a car wreck. On June 12, 1962, the Modesto Bee ran a front page story on Lucas, who, while joy riding on a country road, hit another car in his Fiat Bianchina, which flipped over five times before crashing into a walnut tree. Lucas survived only because his seat belt broke and he was thrown free of the car before it hit the tree. In the hospital for weeks afterward, Lucas missed high school graduation and got a ticket for making an illegal left turn.

All his life Lucas has felt the need for speed. He says being a filmmaker was a biological necessity. Photography was too slow--he fell in love with the kinetic nature of film. “I’m doing exactly the same thing you do in an amusement park,” he says. “I love things that are fast. That’s what moved me toward editing rather than photography. Pictures that move--that’s what got me where I am.”

As a boy, he raced his souped-up Fiat in auto crosses at fairgrounds in small towns like Goleta and Willow Springs. Even as an adult, he kept a stable of race cars until friends convinced him that hot-rodding was an irresponsible hobby for a single parent. “So I sold all my race cars,” he says sheepishly. “Now I drive a BMW like everybody else.”

Lucas was scrawny and shy as a teenager, a loner who enjoyed the solitary thrills of racing. When he went to his 20th high school reunion, it was obvious few people remembered him, even as they swarmed around him, asking for an autograph. As one longtime friend puts it: “George was a nerd before there were nerds.”

Lucas blossomed at USC film school, which in the late 1960s was populated with future directors like John Milius, Randal Kleiser, Robert Zemeckis and John Carpenter, cinematographer Caleb Deschanel and film editor Walter Murch. But it was Lucas who was the instant legend. When Steven Spielberg, then attending Cal State Long Beach, first saw Lucas’ student film, “THX 1138:4EB,” he was in awe. “I’d never seen a film created by a peer that was not of this earth,” he said later. “It really moved and influenced me.”

Largely due to Lucas’ editing skills, his films were far more accomplished than any of his classmates’. “Editing is his first love,” says Murch, a longtime friend whose father painted the picture of enmeshed gears in Lucas’ office. “Writing and directing come harder for him. He does it because it’s a way to get better material for him to edit.”

Most of Lucas’ student films were about cars and machines--he was never comfortable around people. His first feature, a full-length version of his student film, titled “THX 1138,” depicted a repressive futuristic society, full of white-robed zombies and robot police. It was a commercial flop. His second film, “American Graffiti,” focused on the dreamlike ballet of gleaming chrome hot rods, but it was warmed by Lucas’ affectionate portrait of the momentous final days of high school. A huge hit, it gave Lucas the clout to make “Star Wars,” an old-fashioned space epic that singlehandedly reinvented the science-fiction film.

Lucas found himself flirting with disaster throughout the filming of “Star Wars,” which was made on a bare-bones $10-million budget in Tunisia and at the Elstree Studios in London during the summer of 1976. He clashed with Gil Taylor, his handpicked cinematographer (who had shot “Dr. Strangelove”), and his British crew found Lucas aloof. “They thought he didn’t like them because he was so taciturn,” recalls one old Lucas hand. “They didn’t realize he was always like that.”

Lucas was five weeks behind schedule when Fox gave him one week to finish, and then it shut down the film. Lucas had to plead with studio chief Alan Ladd for an extra $20,000 so he could go back and film several key sequences, including the now-legendary cantina scene in Mos Eisley.

The film’s special effects went over budget, too, largely because Lucas’ beleaguered ILM crew, working out of a warehouse in Van Nuys, was inventing, by trial and error, the future of special effects filmmaking. The stress took its toll. One night after returning from England, Lucas was rushed to the hospital with chest pains. He was found to be suffering from hypertension and exhaustion.

“He was miserable,” recalls Fisher, who played Princess Leia and who watched Lucas racing to make the film’s May 25 release date. “He was staying up 18 and 20 hours a night, trying to make it perfect--they were literally pulling the film out of his hands. He kept saying, ‘Never again, I’m never going to do this again.’ ”

While much has been made of the impact that Joseph Campbell’s classic mythology text, “Hero With a Thousand Faces,” had on Lucas’ story line, what really made the film such a seminal experience for moviegoers was its crackling aura of youthful adventure.

“Star Wars” is a fairy tale filmed like a fantasy ride--mythology at 24 thrills per second. During filming, Fisher says Lucas had only one direction for his cast: “OK, let’s do this take faster and more intense.” The film shifts gears like a race car, each narrative scene accelerating into a full-throttle blast of quick-cut action.

“The movies changed forever with ‘Star Wars,’ ” says director Lawrence Kasdan, who co-wrote “The Empire Strikes Back” and “Return of the Jedi.” “The film was cut like an action movie. In the past, they’d show you one great special effect and let you stare in awe for 30 seconds. But George believed in action--he didn’t want to slow the movie down. He piled all the special effects on top of each other, layer on layer. It changed the way you experienced movies, because if you wanted to see everything, you had to go back three or four times.”

Kasdan is also aware that “Star Wars” and Spielberg’s “Jaws,” by virtue of their very success, ushered in a Hollywood era dominated by a relentless pursuit of big-bang mega-hits. “I’m not saying it’s George’s fault, but George and Steven changed every studio’s idea of what a movie should do in terms of investment versus return,” says Kasdan. “It ruined the modest expectations of the movie business. Now every studio film is designed to be a blockbuster.”

In a recent essay in Esquire magazine, titled “Who Killed the Movies?”, critic David Thomson puts the blame squarely on the films of Lucas and Spielberg, saying they paved the way for empty-headed thrill rides like “Mission: Impossible” and “Twister.” Hearing a summary of Thomson’s argument, Lucas has a fascinating reaction--he agrees with much of it.

“I don’t know if I’d put the blame on us [for creating a blockbuster mentality], but I’d put the blame on us for developing the super-high-charged movie,” he says. “One of the things we tapped into--not just Steven and I, but our whole ‘60s generation--is that we didn’t come from an intellectual generation. We came from a visceral generation. We enjoyed the emotional highs we got from movies and realized that you could crank up the adrenaline to a level way beyond what people were doing when they treated film as a more literary medium.”

Lucas is as well read as any filmmaker of his generation--one of his impromptu monologues on the psychological imprint of mythology in primitive cultures could easily pass muster at any graduate seminar lecture. But Lucas views film as a medium best suited for fantasy and thrills, not sense and sensibility.

“We’re carny purveyors,” he says. “That’s the heart of the film business--it’s a carnival sideshow. It’s not an intellectual art form. Being put in a dark room with these images is a much more kinetic, adrenaline-pumping experience. The challenge is--how do you crank up people’s emotions? And the best example of cranking up people’s emotion is a roller-coaster ride.”

*

On nov. 1, 1994, Lucas took what he calls a sabbatical. After more than a decade of avoiding the inevitable, he began work on a new “Star Wars” trilogy, known to the faithful as “the prequel,” which will recount the back story of the Luke Skywalker-Darth Vader-Obi-Wan Kenobi saga. “It was the day I got to drop out of all this other stuff,” Lucas says with a rare boyish grin. “I actually left. Now I only come in to the office on Friday--my other than ‘Star Wars’ day.”

The films will chronicle the breakdown of the fictional galactic republic and the emergence of the Empire as the governing body, although Lucas is deliberately vague about specific plot points. The broad outlines of the story have been in his head for years. As far back as 1983, he described the prequel as “more like a soap opera--really Machiavellian, with lots of political intrigue.”

“It’s really about the downfall of Anakin Skywalker [the young Darth Vader] and his descent into evil,” Lucas says, reluctantly supplying a few slivers of detail. “It’s bleak, but if you know the other three movies, you know everything turns out all right in the end--that his son comes back and redeems him. That’s the real story. It’s always been about the redemption of Anakin Skywalker, it’s just that it’s always been told from his son’s point of view.

“When the story of the six films is put together, it has a more interesting arc because you’re actually rooting more for Darth Vader than you are for Luke. Until now, you didn’t know what the problem really is, because Darth Vader is just this bad guy. You didn’t realize that he’s actually got a problem, too.”

As reports about the prequel began to filter out last year, “Star Wars” fans received even more momentous news--Lucas would come out of retirement to direct the first film himself, which could be completed by 1999. Uncomfortable around large groups of people, Lucas loathes the constant turmoil and physical demands of directing. But he couldn’t resist what he calls “the unresolved creative challenge” of bringing the “Star Wars” saga back to life.

“What’s exciting for me is that we’re going into an area that nobody’s tried before, that seems totally impossible--in terms of new technology and production techniques--and everybody is going, ‘Oh, my God, what’s going to happen?’ ”

Lucas starts to laugh, amused by his own giddy enthusiasm. “I may fail miserably. It’s like a high-wire act and I’m definitely up there, quite a ways, walking on the wire again. It’s sort of thrilling. Hopefully we can pull it off.”

He chuckles again, nervously. “If not, then I’ll guess we’ll just be another ‘Waterworld.’ ”

Of course, the bloated excess of “Waterworld” is exactly what Lucas has spent his entire career avoiding. The son of a small-town businessman who always cautioned, “Don’t spend more than you make,” Lucas prides himself on his fiscal responsibility. Many of the films he has produced outside of the “Star Wars” series, including “Labyrinth,” “Tucker” and “Willow,” were commercial failures, but they were not expensive failures. Lucas boasts that he’s never produced a film that cost $50 million. “I’ve never focused on making the money,” he says. “I’ve always focused on not losing the money.”

One way Lucas has kept costs down is by steering clear of pricey movie stars, a policy that will continue with the prequel films. With the exception of Harrison Ford, still an unknown when he was cast in “Star Wars,” Lucas has avoided using Hollywood stars, comparing them to expensive life jackets. “You can buy a Jim Carrey life jacket for $20 million,” he says scornfully. “If you’re on a $150-million ship, that’s kind of a bargain. But the problem is that life jackets really only cost $20--you’re dealing with a fear factor.”

Lucas’ friends acknowledge that he’s too single-minded to deal with today’s pampered movie stars. “I don’t think George is interested in a collaboration with an actor--he’s not a kick-it-around guy,” says Ron Howard, a Lucas protege dating back to his co-starring role in “American Graffiti.” “When he’s making a movie, it’s not a shared vision. It’s his vision.”

For Lucas, refurbishing “Star Wars” is his way of regaining control of his vision--armed with a new generation of computer toys, he has essentially directed the movie again in the editing room. “I realized I’d love an excuse to go back and fix some of the things that have bugged me forever,” he says. “There were things I had to compromise on that weren’t the way I really wanted them to be.”

The “Star Wars Special Edition” has two brief new scenes--most notably a revamped outtake with Han Solo and a re-animated Jabba the Hutt--as well as 150 new visual effects, including computer-generated dewback beasts, a camel-like Ronto and dozens of extra TIE fighters streaking through the climactic Battle of Yavin. In the original film, the town of Mos Eisley had the look of a quiet village--now it resembles a bustling city.

For the past few years, ILM technicians have been tinkering with new computer-animation software that will allow Lucas to shoot much of the prequel series on small-scale sets, which will be digitally expanded after filming is completed. It’s a continuation of a series of digital-effects experiments ILM conducted during the making of Lucas’ 1994 film, “Radioland Murders,” and the TV series, “The Young Indiana Jones Chronicles.”

But in many ways, the true test of the “Star Wars” prequel will be whether this high-tech ingenuity can make Lucas’ return to the director’s chair a less painful experience. Despite all this new wizardry, most filmmakers still spend long hours on location, battling the uncontrollable chaos of filmmaking.

It’s perhaps the central paradox of Lucas’ career that someone with such a fierce desire for control has chosen a medium so resistant to order. Walter Murch, who’s known Lucas since his days at USC, is convinced that if someone invented a machine that would enable a director to simply “think” his film onto celluloid exactly the way he saw it in his mind, Lucas would buy it in an instant and get rid of everything else.

Somehow it’s easy to imagine Lucas wired up to a tendril of electrodes, eyes closed, transmitting a stream of virtual-reality images from his brain cells to celluloid. But would he really want to make movies without any input--or interference--from the outside world?

“I think anybody would do that, wouldn’t they?” he says with a nervous laugh. “It certainly would be a lot cheaper.”