Who Played the Original Emperor Palpatine in ‘Star Wars’?

who played the emperor in star wars

JOSH EDELSON/AFP via Getty Images Bust of Emperor Palpatine, seen on display inside Rancho Obi-Wan, the world's largest private collection of Star Wars memorabilia, in Petaluma, California on November 24, 2015.

Fans who have only ever watched the original “Star Wars” trilogy on DVD or streaming platforms may not be aware that actor Ian McDiarmid was not the original performer to play the Emperor in “The Empire Strikes Back”. While it’s true that he was brought in to play the role in the trilogy’s final installment, “The Return of the Jedi”, it was a different performer entirely who was asked to play the Emperor in “Empire Strikes Back”. In fact, it wasn’t an “actor” at all…it was an actress.

In the original theatrical cut of “The Empire Strikes Back”, the part of Emperor Palpatine was played by a woman. It was a female actress who was seen on screen. Admittedly, the actress was seen under heavy makeup and special effects, and the final film had a male voice dubbing over the performance of the actress. That actress was Marjorie Eaton, and her iconic role in the “Star Wars” universe went unrecognized by many “Star Wars” fans for two reasons. Firstly, her name wasn’t listed in the film’s credits (although Eaton’s IMDB page does acknowledge her uncredited performance in the film). And secondly, she was eventually replaced in the film’s later releases, having been swapped out for Ian McDiarmid after Lucas updated his films for DVD release in 2004. Here’s what you need to know about Marjorie Eaton’s contribution to the “Star Wars” universe.


Actress Marjorie Eaton Played the Emperor in ‘Empire Strikes Back’ (But Another Actor Provided the Voice)


The Empire Strikes Back – the original Emperor from 1980This is the original Emperor, voiced by Clive Revill. Marjorie Eaton is the face of the Emperor. Elaine Baker was long credited as the Emperor's face, but in fact, she only did test shots for the role, and the final screen version was Eaton. This is the ONLY version ever seen in theaters, including the…2006-09-07T04:56:19Z

In the clip above, you can see the original version of the “Empire Strikes Back” scene that features the Emperor. This Emperor has a face that’s longer and more angular than Ian McDiarmid’s version of the character. The original 1980 cut features actress Marjorie Eaton under heavy makeup as the evil Emperor. However, that is not her voice heard in the clip above. The voice of the Emperor in the original 1980 cut of “Empire Strikes Back” was actor Clive Revill, who went on to voice Alfred Pennyworth on “Batman: The Animated Series”. IMDB notes Revill is also known for roles across a large number of video game titles.

The choice to have Revill overdub Eeaton was not unlike the choice George Lucas made to cast actor David Prowse as the on-screen Darth Vader in the original trilogy, but have his lines overdubbed by James Earl Jones.

Despite never appearing in the first “Star Wars” film, the presence of the evil Emperor was still felt on screen from the very beginning of the trilogy. The character of the Emperor is discussed by Grand Moff Tarkin and Commander Tagge in “A New Hope”, but the character did not appear on-screen until “The Empire Strikes Back”. In his initial appearance, the Emperor is seen as a hologram projection only, in a brief scene with Vader. It wasn’t until “Return of the Jedi” that the character was seen in the flesh. However, when the original “Star Wars” trilogy was updated for its 2004 DVD release, the legacy of the original Palpatine actor was obscured. Lucas opted to digitally replace a key performance from the original theatrical cut of “Empire Strikes Back” for the DVD release, which incorporated many “Special Edition” additions to the film’s original cuts, including the edit to use McDiarmid’s likeness in “Empire Strikes Back”.

According to Empire Magazine, the 2004 DVD release marked the first time Ian McDiarmid was edited into “The Empire Strikes Back”. However, this change was not universally loved by “Star Wars” fans. In fact, one writer for ScreenCrush went so far as to call the swap of Eaton for McDiarmid in 2004 as “the worst post-release change in all of ‘Star Wars'”. For the record, it is McDiarmid’s face, and not Eaton’s, which appears as the Emperor on the cut of “Empire Strikes Back” currently streaming on Disney+.


Marjorie Eaton & Elaine Baker Have Both Been Credited as the Emperor Over the Years

Complicating matters is the fact that another woman, Elaine Baker, was involved in the prep for the original Emperor, and over the years, it seems like Baker and Eaton got confused in people’s minds. While Baker did not appear on screen in the final film, she was used for test shoots for the Emperor makeup. According to Wookieepedia, the confusion arose when Baker, and not Eaton, was credited as the actress behind the Emperor in the book “The Making of the Empire Strikes Back”.

However, a thread on Twitter seems to confirm the book was in error, and Eaton was the actress who appeared in the final film. The Twitter thread (archived here) features a conversation between Lucasfilm employee Pablo Hildalgo and artist Brandon Bird. In their Twitter exchange, Bird asks Hildalgo whether it was Eaton or Baker who ultimately appeared in “Empire Strikes Back”. Hildago responds “It is not Elaine Baker in the movie” which seems to imply, if not outright confirm, that Marjorie Eaton is the actress in the original “Empire Strikes Back”. The same exchange also clarifies who was responsible for the application of the Emperor makeup for Eaton. According to Hildago’s tweet, the prosthetic was applied by Rick Baker, but actually sculpted by Phil Tippett.

In addition to her role as the Emperor, Eaton is also known for her work in a number of well-known films. She appeared in “Mary Poppins” as Miss Persimmon, and in an minor, uncredited role in Steve McQueen’s “Bullitt“. Her brief appearance in “The Empire Strikes Back” was one of her final film roles. Her last credit on IMDB was in 1984, for the film comedy crime caper “Crackers“. All that being said, while Eaton does have several TV and film credits to her name, she was arguably better known as a painter. According to the Owings Gallery, which exhibited some of her work in 2019, Eaton “earned a reputation for modernist figural work with bold lines and strong color with a cubist influence.”


Who Else Played Palpatine in the ‘Star Wars’ Universe?

palpatine actors

VALERIE MACON/AFP via Getty Images – David Livingston/Getty ImagesActors Ian McDiarmid and Ian Abercrombie, who both played Palpatine.

Since Marjorie Eaton’s brief appearance as the original Emperor, several other actors have voiced or portrayed the character over the years. In Heavy’s report on actor Ian Abercrombie’s cause of death, it was noted that two actors named Ian are famous for playing Palpatine. Abercrombie is arguably the less well-known, having only voiced the character in a couple of video games and “The Clone Wars” series. The other Ian, actor Ian McDiarmid, has been playing the Emperor/Palpatine/Darth Sidious on screen for decades. The actor first appeared in “Return of the Jedi”, and later reprised the role in the prequels, as well as in 2019’s “Rise of Skywalker”.

His return to the role in 2019 was not all that surprising, given that the actor had gone on the record two years prior about not wanting to give up the role quite yet. The actor told the BBC in 2017, “I don’t want anyone else to play Emperor Palpatine.” In the same interview, he added that it took a whopping four hours in the makeup chair to prep him for the screen for “Return of the Jedi”.

Other actors who have voiced Palpatine in “Star Wars” media include Sam Witwer and Tim Curry.

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