No film made better use of this scenario that 1979's Alien, revamping the mansion into the industrialized confines of a futuristic spaceship, its sexy protagonist now liberated with guts and a flame gun. This claustrophobic setting was expanded for the even more popular Aliens, which multiplied the creatures into explosive horror-action. But now Alien 3 has returned to the original's Gothic atmosphere with a vengeance, making it perfect for the nihilistic '90s, 20th Century Fox has scheduled this third edition for an apt Memorial Day release, as the $50-million-plus film probably marks the end of the franchise.

Alien 3 begins as a facehugger causes the sleep chamber containing Ripley (Sigourney Weaver) and the other survivors to eject from the space cruiser Sulaco It crashlands onto the toxic prison planet of Fiorine, with Ripley the only survivor: she soon finds herself shaved bald and surrounded by hostile inmates. When a surviving hugger attaches itself to a rottweiler, the most bloodthristy extraterrestrial yet is hatched to terrorize "Fury 1."

Alien 3's greatest fight for survival, however, was waged by Alec Gillis and Tom Woodruff Jr., the FX engineers who were terrorized by a mutating script, pressured by a perfectionist director and nearly eviscerated when some of their most unusual creations were tossed out of the studios airlock. Yet the forces behind Amalgamated Dynamics have emerged triumphant after their fight with the beast, adding their grotesque vision to the revolutionary Alien designs of H.R. Giger. Most importantly Gillis and Woodruff have accomplished their work with little help from mentor Stan Winston moving out from under his shadow as creature coordinators on Aliens to FX supervisors for this sequel.

Woodruff and Gillis first met while under Winston's tutelage, their talents and responsibilities maturing through such creature heavy projects as Invaders from Mars, The Monster Squad and The Terminator. "Stan delegates a lot of responsibility to his key people, but the effects always remained his," Woodruff comments. "As co-ordinators, Alec and I were always designing 'gags,' like Bishop getting torn in half for Aliens. We were perfectly happy to work under Stan, and the only reason we parted company was that he scaled down operations to concentrate on effects for his own films."

Woodruff would play the Alien inspired Pumpkinhead in Winstons's moviemaking debut, the bony creatre co-piloted by shop members Gillis, John Rosngrant, Shane Mahan and Richard Landon while their boss concentrated on the film's twilight mood and frenzied acting. Woodruff and Gillis' last collaboration with Winston would be Leviathan's hastily-glimpsed sea monster. "It was good timing for us to leave," Gillis Says, "and we parted with Stan's blessings. He'll always be out mentor, and he sometimes recommends us for jobs."

Setting up their FX warehouse in Chatsworth, CA. Gillis and Woodruff received their baptism by sand on Tremors. Ron Underwood's retro-horror comedy would prove to be their most demanding film, with the pair designing giant, carnivorous earthworms in both full-scale and miniature editions. The film became a hit amount genre fans and established Woodruff and Gillis and FX newcomers who could do the job right.

While work on Tales from the Crypt and The Grifters quickly followed, Winston's commitments would land Woodruff and Gillis their biggest assignment. With his fabrications for Terminator 2 and Predator 2 making him unable to take on Alien 3, Winston and producer Gale Anne Hurd helped to get Gillis And Woodruff on the show. Now they were solely responsible for the Alien FX, even through the film's game of musical scripters hadn't finalized the Alien's abilities. "I've been in this business for 12 years, while Tom's been in it for 10," Gillis says. "Alien 3 isn't a new thing for us, but it's still exciting to be working on this kind of high profile movie. You go into it with enthusiasm instead of fear." "It would have been an obvious approach to turn Alien 3 into a gigantic action picture," Gillis continues. "One script used a 'king' Alien, while another had radio controlled power loaders fighting an army of Queens. But there were practical considerations against making a $150-million movie, because they story's hook is dangling the threat of the Aliens getting to Earth. The sequel ideas were like the difference between Psycho and Zulu! Alien 3 finally went with a script that got back to the original's mood and suspense. It's harsh, brutal and dark, very daring for a big-money sequel."

Winston had been responsible for juggling the FX budget on Aliens, and now Woodruff and Gillis had not proved they could save money for Fox as the studio changed directors (from Vincent Ward to David Fincher) and writers. Once again basing their creature shop in England, Woodruff and Gillis began making Alien victims in July 1990. However, they still had no idea about the monster's appearance until the end of November, and this confusion prolonged their six-month stay on Alien 3 to 40 weeks.

"We pride ouselves on being flexible enough to look at a film artistically, but also to see it from a business point of view, and know that there are certain limitations." Woodruff remarks. "The production shifted into neutral becaue of the rewrites, and we decided to stay in England instead of shipping every-one home for a mnth or two. Since every day was eating up money, we kept building corpses, which aren't the main thrust of effects work. A lot of people would say, 'To hell with this situation! Send me home and call me up later!' But you can't do that when you're working in this industry. Though Fox would tell us the Alien had to do certain things, it's odd to think we spent all that time to build a creature. There isn't 10 months of work in that Alien."

Body construction would allow Woodruff and Gillis more time to flesh out their Alien designs. While the creatures' insectoid appearances had become as instantly recognizable as Jason's hockey mask, the FX men were still determined to add their imaginations to Giger's chrome-plated jaws. "You're working with set parameters on a sequel, so there isn't a whole lot of flexing your design muscles," Woodruff confides. "But ever since Alien came out, people have misinterpreted the 'biomechanical' style. They think it's a monster with tubes and cardboard stuck all over it. That's only a construction technique that Giger used when he sculpted for the first movie. We even had one of his original creatures for references on Aliens, and it literally had plastic parts that you could read the catalog numbers off of! We wanted the monsters in Alien 3 to look like they were growing into a mechanical being."

"Even Alien wasn't completely true to Giger's vision," Gillis says. "I don't mean to be pmpous, but hi s own suit wasn't accurate to his paintings. Our goal was to sculpt Giger's designs into repeating organic textures, almost like deer antlers. We also put more color into the Alien, which was originally just black and sepia. Since the effects of Alien 3 wouldn't have the spectacle of the last film, we wanted to make this creature into a believable organism."

"This is still Giger's Alien, and we've done very little to change it," Woodruff insists. "In fact, we were breaking out his Necronomicon at the finishing stages, since this monster would be scrutinized more than ever. Aliens' theatrical lighting turned them into moving textures. This beast is animalistic instead of insectlike, since it's gestated inside a rottweiler. The Alien's picked up the dog's instincts, and can run around on all fours."

During the even more tortured birth of Alien 3's plot, the face-hugger was originally seen latching onto an ox, its chestburster hatching in a meat locker. Realizing that audiences might expect an Alien with udders, this concept was quickly scrapped. "Fox never had a problem with coming back and saying, 'Sorry, guys. We know you've built these things, but there's a new direction, and we're not going to use them,' " Gillis sighs. "We had to keep ourselves and the crew orally afloat, because people put their blood, sweat and tears into the stuff, and have a tendency to get upset when an effect's cancelled. There were six stages of Aliens, count 'em! But we're not griping about he script changes, because any story should constantly be honed. That only shows us the film's getting better, and if the effect doesn't serve the plot, then there's no reason for it."

The most conceptually interesting stage is the "bambi-burster," a puppylike creature that jumps out of the rottweiler'' chest and scampers across the floor. ""avid Cincher thought it would be more sleek if the monster came out of a dog, and the rottweiler is a pretty brutal animal to start with," Woodruff reveals. "David needed something that could walk and be photographed from every angle, which made him think about putting a dog in a suit to supplement a cable-controlled puppet. That seemed like a pretty dumb notion at first, but the more we thought about it, the better his idea sounded."

Since this weird chestburster needed to be done with appliance makeup. Woodruff ended up going from a greyhound to a whippet for the thinnest canine possible. Using a life sculpture, the technicians constructed a creation of spandex and foam pieces, including a head that was covered with slime and blood, all to make the animal resemble their mechanical effect. "The whippet looked great, but it wouldn't perform on the set," Woodruff says. "We couldn't even get it to trot down the hall, which was all it had to do! So I ended up sliding the dog into the shot."

Gillis and Woodruff's most novel contribution to the Alien evolutionary chain is a shocking discovery made by a prison doctor while doing a scan of Ripley's body: a chestburster embryo. This puppet was placed inside an anatomically correct Ripley mockup, with four cutaway sections to be shot with motion control passes. "The images were then transferred to video, so the effect would be like looking through Sigourney Weaver's body," Woodruff explains. "We even had her heart pumping at one stage. The embryo was made out of translucent urethane, and lit from behind. The gave it a glow that revealed the creature's nervous system, including its beating heart. We took the chestburster's design and worked backwards, accentuating the head while making the arms and legs smaller."

As Ripley engages in a fight to the finish with the mature beast and the one wrapped around her innards. Gillis and Woodruff devoted most of their attention to the Alien's skin instead of its jawpopping trickery. "There's nothing novel about our construction," Gillis admits. "This is a rubber-suit kind of thing, but we have gadgets that make it better than what the average Joe is doing. There's a mechanical head, teal and moveable thumbs, but the strength of our Alien is always in its appearance." The "Adolescent" Alien makes its terrifying entrance to spit acid from a ventilation shaft. This quickly-glimpsed puppet was one of Alien 3's nods to its forebear, equipped with a translucent dome and double jaws. Cables would pull back its fangs, while a plastic tube spewed the flesh-dissolving puke.

When it came time for the Alien to suit up, Gillis was insistent that Woodruff should play the monster instead of a taller actor. "This is a believable creature instead of a stylized nightmare, which made it important for Tom to play the monster," Gillis explains. "The actor in Alien had great proportions, but you never had the feeling that he was a performer. That monster's success was due to the fast cuts and obtuse angles that Ridley Scott used, while the warriors in Aliens were all stuntmen. But after playing every creature from Pumpkinhead to the Gill Man. Tom had experience in suits that just about anyone. He knows exactly what his body's doing in a rubber costume, and can go for 14 hours without having to go t the bathroom. I've never met anyone who could do that!"

Though Alien 3 generates its terror from the beat's vicious and unexpected attacks, Gillis and Woodruff needed to provide the monster with its "Method." "We wanted to avoid giving the Alien human traits, because this is a life form that's juts doing its job of killing and procreating," Gillis explains. "The fact that the Alien terrifies the shit out of people is a byproduct of its actions. In nature, all behavior is controlled by intelligence or instinct. But this creature's instincts are pumped to such a high level, they become their own kind of intelligence.

"Some of the early drafts had the Alien tearing a guy in half, and then dramatically tossing the head at someone's feet. But that's pure bravado. Now the Alien walks right up to Ripley after murdering a person in front of her. It's deciding whether to kill her or not, but scurried off upon realizing that Ripley's carrying the embryo. If you watched that scene from the human point of view, you'd say the Alien's just killed Ripley's lover, and is sticking out its jaws like a kind of laugh. But that's the character we put into the Alien, getting across the fear of a wild animal."

"The Alien had to be threatening in every encounter with Ripley, yet pull back at the last minute," Woodruff adds. "You have to thrill people by making them think she's in danger, and that's difficult to get across when I'm wearing a fiberglass head! The infirmary scene, when the Alien's tongue caresses her cheek, gives us the best clue about their relationship."

With Fincher's career built on MTV and Madonna, Gillis and Woodruff were apprehensive about whether this 27-year-old wunderkind would obscure their work with his visual fetishes. "When we asked who he was, some people said, 'It's David Fincher, king of the pop videos!' So we thought, 'oh no! Another flash-and-trash kid!' " Gillis remarks. "But the more we worked with him, it became apparent that David's extravagance only showed that he wanted the highest quality work. Since we like to push our effects to the max when everyone else is telling us to make things simpler, it was great to have someone who would push us!"

The movie that Fincher wanted would be uncompromisingly bleak, a rude shock to audiences who were used to seeing Ripley blow away any Alien threat. With the savage script virtually being written as the film was made, Fincher's attention to every minute detail and his slap at happy-ending horror would unleash a storm of negative publicity. Yet Gillis and Woodruff would stick by their auteur, even manufacturing an Alien suit for him to war on set. "David was very demanding, because he know the audience would be cheated if our effects were cut too much. He needed to see the Alien's actions occur in real time, without using stuff like reverse photography or undercranking. David wanted Alien 3's reality to exist beyond the film, and that would be out toughest challenge."