'Alien 3' Flashback: The Story Behind the 'Alien' Franchise's Most Enduring Meme

Ethan Alter
Senior Writer, Yahoo Entertainment
Sigourney Weaver as Ellen Ripley in ‘Alien 3’ (Photo: Everett)

Released 25 years ago this May, Alien 3 marks both a new beginning and an unhappy ending for the Alien franchise. After two commercially successful installments — Ridley Scott’s Alien and James Cameron’s Aliens — the third chapter took the series’ auteurist bent to an aesthetically bold extreme. Far from a mainstream crowdpleaser, Alien 3 takes place on a remote prison planet that Ripley gets marooned on after a crash that kills both Hicks and young Newt from Aliens. The movie reflects the dark, brooding vision that then-first time director David Fincher has became famous for. (Fincher stepped into the director’s chair on an already troubled production after the previous director, Vincent Ward, dropped out.) But it also proved immediately divisive, garnering some accolades, but mostly thumbs down takes from critics, and it earned substantially less at the box office than its predecessors.

Almost every Alien movie made since Alien 3 — from 1997’s Alien: Resurrection to 2012’s Prometheus — has met with a similarly mixed reaction, and, based on reviews, that continues with Alien: Covenant, which is in theaters now. But 25 years later, Fincher’s film has garnered more admirers both for its uncompromisingly grim story, as well its showcase of what may be Sigourney Weaver’s finest performance as Ellen Ripley. (The original Alien experienced a similar re-appraisal in the years after its release.) Alien 3 also features what has become one of the most iconic images of the entire franchise: an evocative close-up shot of the Xenomorph examining a frightened Ripley before turning away. It’s a scene that was heavily advertised in the original trailers for the film (accompanied by the line, “The bitch is back,” a reference to Aliens‘ most crowdpleasing moment) and has become a popular Internet meme, with multiple parodies and homages, like the ones below.


“It’s my favorite scene in the movie,” says Tom Woodruff Jr., who designed the Alien effects for Alien 3 along with his creative partner Alec Gillis. (The duo own and operate the F/X house Amalgamated Dynamics, which has worked on such films as Death Becomes Her, Starship Troopers and Sam Raimi’s Spider-Man trilogy.) “It captures the creepy as hell feeling of the first Alien, and also the weird sexuality that existed under the surface.” Beyond overseeing Alien 3‘s version of the Xenomorph, Woodruff also “acted” as the creature onscreen, donning the Alien suit for numerous scenes including this particular encounter. Despite Fincher’s infamous reputation for doing numerous takes, both Woodruff and Gillis remember that particular shot proceeding smoothly. “I don’t think we were there for an extended amount of time on that,” Gillis says now. “Fincher talked us through the beats.”

Watch the full scene from Alien 3 below:

Coming roughly midway through the movie, the scene takes place in the prison infirmary and picks up after the first major Xenomorph attack, which claims the lives of two prisoners and sends a third to the medical bay where he’s treated by Clemons (Charles Dance) the prison’s lone doctor and brief love interest for Ripley. While she and Clemons are talking, the Alien invades the infirmary and swiftly kills the doctor. It then turns its attention to Ripley, who is cowering in the corner, certain that the creature that she’s battled across almost six decades will at last claim her life. The Alien gets within striking distance, opening its dripping jaws and extending its second mouth. But then it pauses and withdraws, leaving Ripley alive. That’s because it knows something she has yet to discover: She’s carrying an Alien Queen inside her. Her death sentence is sealed, but not before she gives the Xenomorph race new life.

What you don’t see in that shot is Woodruff standing right next to Weaver, manipulating the Alien’s animatronic head. “We had shot some coverage of me crawling up to her, and Fincher was very careful not to show me in the suit from the waist down,” the effects artist remembers. Woodruff also couldn’t see out of the head — his eyes instead peered out from the neck of the suit. So there were several takes where he got a little too close to Weaver. “In one take, I kind of kissed her cheek and left this big slimy spot on her face.”

Weaver as Ripley and an out of frame Woodruff as the Alien in ‘Alien 3’ (Photo: Everett)

To avoid that happening again, Fincher instructed him to remove the head and stand next to Weaver, right out of frame. “I had complete line of vision to see exactly how close to come in. And the Alien puppeteers were opening the jaw to make the tongue come out. We worked out all the steps so it was very fluid.” Woodruff jokingly says that he drew on personal experience to perform this sequence. “It summed up all of my dating experiences in high school — I would come in really close to the beautiful woman, and then at the last moment I would be spurned and have to crawl back to the shadows.” Not that Weaver ever flinched as Woodruff moved the creature’s mouth in close. “This was her third time around with the Alien, and I think she knew exactly how to react best to it.”

In the years since Alien 3‘s release, both effects artists have been tickled by that scene’s longevity as a pop culture meme. Woodruff says he’s particularly enamored of a YouTube parody where the Xenomorph’s head is replaced by a stapler. And Gillis calls out a GIF where both Weaver and the Alien are played by a pair of dogs. “The performances of those animals are just so great,” Gillis says, laughing. “Fincher must have shot that.”

Watch the ‘Alien 3’ trailer:


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