By the mid 1980s Michael Jackson was the biggest star on the planet. In 1982 his Thriller album took the world by storm. A year later Jackson teamed up with director John Landis to create the epic 14 minute music video for the album’s title track, complete with dancing zombies, werewolves, and a ‘rap’ by horror legend Vincent Price (a concept which seems to get funnier the more you think about it).

There was only logical step to take next: team up with Disney and George Lucas to create a film about a dancing spaceship captain, his sneezy alien/elephant friend, a robot that transformed into a drum set and an evil Anjelica Huston. Let’s take a look back at the marvelously weird Attraction “Captain EO.” Oh, and don’t forget: We are here to change the world.

1. Michael Eisner
In 1984, Michael Eisner became CEO of Disney. Soon after, he decided to approach the King of Pop about collaborating on an Attraction for the company: a film that would combine Jackson’s music, a sci-fi setting, 3-D visuals, and in-theater effects like laser lights, smoke, and more.

2. Michael Jackson
Jackson was a devoted fan of all things Disney. He often visited the parks in disguise to go unnoticed. Michael Eisner even commented on Jackson’s deep love for the parks.

“Jackson was a huge fan of our parks, sometimes visiting several times a month, in and out of disguise,” Eisner said. “He knows more about Walt Disney than anybody who ever existed. He certainly knows more than I do.”

Jackson agreed to participate in the film, but only if Steven Spielberg or George Lucas were involved. Unfortunately, Spielberg wasn’t available.

3. George Lucas
Lucas (who had completed the initial Star Wars trilogy with the release of “Return of the Jedi” in 1983) joined the Michael Jackson project as executive producer. However, he was not excessively involved in the day-to-day creation of the film (he was busy helping make the film “Howard the Duck”).

4. Francis Ford Coppola
Francis Ford Coppola was tagged as the director for the project. The fact that Coppola had virtually no experience with special effects extravaganzas was apparently of little consequence. Coppola was looking to bounce back after the failure of films like “The Cotton Club” and “One From the Heart.”

5. The Intergalactic Music Man
Early titles proposed for the project were “The Intergalactic Music Man” and “Space Knights.” Both titles were attached to early scripts that never came to fruition. Coppola suggested the name “Captain EO”, which was taken from Greek goddess Eos, the personification of the dawn.

The final story was about a space captain who leads a misfit band of aliens to a planet under the control of a sinister queen. Their mission: to give her the key that will unlock her inner beauty.

6. Rusty Lemorande
Rusty Lemorande produced and helped write the script for the film. He had just written the film “Electric Dreams” and had previously worked as production designer for the film “Caddyshack” and producer for the Barbra Streisand film “Yentl.” The final script was credited to Lemorande, Lucas, and Coppola.

7. The Supreme Leader
The film’s antagonist was an evil, spider-like alien queen called the “Supreme Leader” who hung from the ceiling by a tangle of cables. Jackson, who was a huge fan of films like Alien, wanted her to be particularly scary. Shelley Duvall (known for her work in The Shining) was the first choice to play the part, but she backed out when the makeup process aggravated her claustrophobia. Anjelica Huston, who won an Academy Award for 1985’s “Prizzi’s Honor”, was brought in to fill the role.

8. Music
James Horner, who had written the scores for films like “Star Trek II: The Wrath of Khan” and Disney’s “Something Wicked This Way Comes” composed EO’s score. Michael Jackson wrote two original songs featured in the film: “We Are Here to Change the World” and “Another Part of Me.”

9. Choreography
No Michael Jackson spectacular would be complete without outlandish dance choreography. Jeff Hornaday, who had worked with Jackson on the “Say, Say, Say” music video and was the choreographer for the film “Flashdance” was hired to create the dances for “Captain EO.”

10. The Premier
The film debuted at Disneyland and Walt Disney World’s Epcot on September 12, 1986. Disney went all out, inviting a whole cavalcade of stars to the event. Among those involved were: Jack Nicholson, Jane Fonda, Molly Ringwald, David Carradine, Belinda Carlisle, Robert Palmer, Annette Funicello, Soleil Moon Frye, and more. Notably missing? Michael Jackson. Eisner joked about his absence:

“Michael Jackson is here, but he’s disguised either as an old lady, an usher or an animatronic character,” Eisner said.