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For this entry of Phantom Limbs, we’ll be taking a peek at Drew Barrymore’s developed but eventually jettisoned Barbarella and the Second World, a feature film adaptation of the Jean-Claude Forest comic book previously brought to screens as Roger Vadim’s classic ‘60s Jane Fonda vehicle.

Joining us for this talk is John August, the celebrated screenwriter behind such films as Go, 2000’s Charlie’s Angels and its sequel, Big Fish, Charlie and the Chocolate Factory, Corpse Bride, The Nines (which he also directed), and Guy Ritchie’s recent live action Disney adaptation Aladdin. In addition, he co-hosts the essential screenwriting podcast Scriptnotes with fellow scribe Craig Mazin. During our talk, Mr. August discusses the project’s inception, the story it would have told, and why it ultimately never took flight.


“I had written Charlie’s Angels for Drew Barrymore, who produced it,” August begins, charting the origins of this particular iteration of Barbarella. “That turned out great, and she wanted to do Barbarella, so she came to me with that. She would be starring in and producing it. The other producer on board was Laura Ziskin, a legendary producer who had done Spider-Man and such, and I was an enthusiastic ‘Yes’.”

As noted in a previous Phantom Limbs concerning the character, Barbarella began its life as a comic book in 1962, which was followed by a film adaptation in 1968. Was August familiar with either before tackling his own take on the material? “I was familiar with the film. I’d seen and loved the Jane Fonda version. It’s just so odd, it’s so weird and I kind of loved it for that. It’s not all good, but it’s just so specific and strange with what it’s trying to do. It felt like a really great fit for Drew, in the sense that Drew has this sexuality with this innocence. That all sort of worked really well for it.”

Barbarella, by Jean-Claude Forest

August points out that he had to contend with the property’s complicated rights issues while penning his screenplay. “There’s of course the Barbarella comic book, and there’s the Barbarella movie. Those are separate bundles of rights. So the idea was that we would combine those bundles of rights in order to be able to make the movie. Warners owned some of it, Fox owned some of it. So this was going to be a joint production between Warners and Fox to do it.”


So what story did August’s screenplay tell? From a draft dated September 5th, 2001, Barbarella and the Second World opens on Eldoria, a tiny moon orbiting a massive, unnamed red planet below. While the planet’s conditions are harsh, Eldoria is a beautiful utopia with “no industry, no minerals, no resources to speak of.” Everything on this moon was brought in from elsewhere, including its inhabitants – exactly one hundred men and women encompassing every age and ethnicity. These citizens of Eldoria awakened on a great lawn, clad in white robes, with no memory of their lives before.

It is at the very beginning of this society that we meet LEON (“a handsome, vital man in his late 60’s”) and FINNEA (“a dark-haired four-year old girl” with a mean streak). Leon and Finnea take it upon themselves to help wake the others, introducing them to their strange new world. One of the citizens is a young blonde woman who appears to be pregnant (even while having no idea what this must mean). Time passes and the newly-minted Eldorians get their bearings in this society, with their every need attended for with the Requisition: neatly stacked pallets holding any and every item the Eldorians needs for their survival and comfort. Eventually, the blonde woman dies giving birth to her baby daughter – a child Finnea takes for her sister and names “Barbarella”.

Drew Barrymore Barbarella movie

Drew Barrymore in Charlie’s Angels (2000)

Twenty-five years later we find BARBARELLA in the midst of a “kaleidoscopic swirl”, set against cocktail music, as she paints large canvasses in the nude while floating around in the Zero-G of her small round spaceship (“If it were a car it would be a VW Bug.”). Barbarella possesses an “exuberant innocence”, and has lived a charmed life on Eldoria – “She’s never had a bad moment in her life” – until this moment, when an unknown object collides with her ship. The following moments paint Barbarella as being calm under pressure and an excellent troubleshooter, while introducing us to the voice of her ship’s computer system, 10E (pronounced “tenny”). “I think one of my favorite characters in the Barbarella that I wrote is this character named 10E, who is the artificial intelligence system in Barbarella’s ship that crashes,” August says, going on to describe the character’s voice. “It was a variation on the prissy, British C-3PO voice.”

Barbarella makes her landing just in time to present her paintings to Eldoria’s populace on its great lawn during a big celebration. The people love her. “Not only is she the first daughter of Eldoria, she’s also the favorite.” Finnea, now 29, is revealed as Eldoria’s current Coordinator, having succeeded the late Leon in the role since his passing. “One of the other principal roles is Finnea, who is sort of a sister character to Barbarella who ends up being revealed later on as the villain behind things,” August notes. “I had written her for Cameron Diaz, if Cameron wanted to do it. That would’ve been terrific.”

After the celebration, a smitten young man named GARETH approaches Barbarella, complimenting her work before asking “I…I was wondering if you might like to make love.” “Absolutely,” she replies. The two place their right hands beside one another’s left ears, standing together “like two statues frozen in a near-kiss.” Clearly, this society has remained chaste since its beginnings, with the population staying at exactly one hundred citizens since its inception.

When Barbarella discovers that the debris her ship collided with is a length of black metal not of her world, she surmises that it comes from the “Underworld” – the massive red planet below Eldoria. She mentions this during a playful quarterstaff match with Finnea, which reveals the sisters to be surprisingly adept at battle, even if these skills are used solely for gameplay in this pacified society. When Barbarella proposes that she leave Eldoria and explore the red planet below, Finnea demurs, even while knowing that nothing she can say will stand in the way of her sister’s curiosity.

Barbarella packs up, boards her ship, and takes off for the red planet. Before she can touch down peacefully, an alien ship blasts her out of the sky, causing her to crash land in the desert. In a fun moment, Barbarella saves herself by using her circular ship’s gravity generators to hold her in place as the rolling ship breaks apart around her before coming to rest, leaving our heroine “like a sock tossed in a laundromat dryer.”

Barbarella loads 10E’s program onto the destroyed ship’s black box, enabling her to port the ever-complaining companion around with her as she explores the harsh planet she’s just crash landed upon. There, she finds an alien structure holding a video screen which she engages with 10E. The two unlock a video, which features Leon, speaking into the camera and assuring whoever the video was initially meant for that he has chosen the 100 candidates to populate “the new world”. Further exploration unveils a set of rubber safety suits designed for impossibly large, two-fingered wearers – aliens.

Just after, she discovers PIKE, a brutish loner in his mid-30s – “Han Solo by way of Hell’s Angels … sexy in a damaged sort of way.” He has been hiding out, away from the people who had enslaved him and so many others on the planet. “There’s a role that I had pegged for Timothy Olyphant, because I knew Tim from Go,” August reveals. “He was always sort of on my list.”

Timothy Olyphant in Go (1999)

Barbarella doesn’t understand the concept of slavery (“Why would anyone choose to be a slave?”) until Pike explains the situation. Realizing that he’s been alone for some time, Barbarella makes an offer – “Would you like to make love?” A startled Pike agrees, then is more than a little confused when Barbarella closes her eyes and places her hand alongside his right ear. He kisses her, shocking her, before realizing that their concepts of making love are wildly different. He leans in and whispers into her ear, explaining the mechanics of it all (“Oh!”). We cut to the aftermath of their lovemaking, with both Barbarella and Pike seeming to agree that this is much better than Eldoria’s celibate ear-caressing.

It’s at this point that one wonders if the film might have leaned into an R-rating. The ’68 film had a playful approach to the character’s sexuality, whereas other potential takes on the property have been decidedly more adult. August explains: “I would say the sexuality was always a key part of it, but I think having come up from Charlie’s Angels, we had a good sense of how to do that in a PG-13 setting that felt right. It’s not hard to envision Drew Barrymore in a PG-13 world in which the characters are having sex, but it’s kind of fun and it’s positive and it’s a romp. It’s not dirty, it’s just sort of fun and flirty. That was very much the mandate and for it. So you have characters who do have sex in the movie, yet it’s all done in a very fun spirit. It’s more like an Indiana Jones having sex, than a 9 1/2 Weeks.”

Soon after, Barbarella learns from Pike that the red planet’s history is much like that of Eldoria’s, in that the citizens only remember being brought there twenty-five years earlier by “The Bringers. The Gods. Whoever brought us here.” Barbarella is further stunned when she learns that the planet doesn’t receive a monthly Requisition, as Eldoria does.

Military drones and soldiers arrive at the wreckage of Barbarella’s ship, under the command of the ruthless LORD GENERAL YARUM (“has the bearing of a buccaneer turned dictator”). Among Yarum’s men is REG (“less brutish than the rest … a scholar forced into the war machine”), who realizes that the ship is not of their planet. Yarum silences Reg, then orders his men to find the ship’s security beacon. As they follow his commands, Yarum uses a communication device to hail his HIGHNESS, revealed to be Finnea. The treacherous Eldorian confirms with Yarum that Barbarella’s survival was impossible, then announces her sister’s death to the devastated citizens of her planet.

Barbarella and Pike are eventually apprehended by Yarum’s men, separated, and sent off to different work camps (with Barbarella’s true identity wisely obscured by Pike).

10E is separated as well, having his own subplot which eventually involves an amorous goat. “He just becomes this little box that just sort of gets carried around,” August laughs. “He could talk this whole time, but he has no ability to actually move. It was actually one of the most fun characters to write, this disembodied voice who was trying to get back to Barbarella and ultimately becomes an important, integral part of this. In 2000, it was sort of early to have a character who was disembodied, and such a crucial thing. I really would’ve loved to have seen that happen. He was a great, funny character and I just really enjoyed writing it.”

Barbarella gets to know her fellow slaves in the work camps, learning of their religion (“The Gods are the ones who made the world and watch over it. They make the rain fall and the sun shine.”) and discovering the harsh realities of their lives of servitude – it is they whose hard work provides Eldoria with its monthly Requisition while eking out their hardscrabble existence. It’s a sobering twist for this hitherto lighthearted tale. August notes that this goes to the core of the character, “this sort of brilliant but innocent explorer who comes across this world, and eventually realizes that the world she came from, this sort of a utopian planet, only exists because this world is actually doing all the work. Hopefully it’s a funny and sexy romp, that’s also about the classic hero’s journey of discovering who you actually are.”

In a fun sequence, fellow prisoner Mimm shows Barbarella how to operate the camp’s “grav paddles” (tools shaped like cricket bats which employ localized gravity fields to lift their heavy baskets). Just after, Barbarella defends a young boy from the camp’s guards, leading to an impressive fight sequence which sees our heroine besting the brutes with her wits, a bit of aikido, and the grav paddles…before being brought down by the camp’s drones. While chained up for her crimes, she comes to the realization that the drones are the guards’ true power – without them, the slaves could easily overtake the camps.

Mimm informs Barbarella that each of their planet’s camps is sending a child to meet with a Representative for the Gods, who live on the moon. The revelation that the “Gods” are from Eldoria devastates Barbarella, as does the discovery that their Representative is Finnea. She tries to reveal the truth to Mimm, who won’t hear it. “The distant land I come from is the moon … we are the beneficiaries of your providence. The Great Sacrifice you make each month is our Requisition. We are kings and you are slaves and yet we differ only in our privilege.”

Barbarella eventually learns of a burgeoning revolution on the planet, led in part by Reg, who has used his status as a guard to smuggle away important information concerning the various camps. While he has a plan to knock out the power stations supplying the drones, he has no army to speak of. Barbarella convinces him that they only need to free one of the sixty-three camps at a time, building their army hundreds of slaves at a time.

Jane Fonda as Barbarella in Barbarella (1968)

The following day, Barbarella and Reg lead an attack on a camp’s guard station, which eventually sees our heroine toppling its tower and disabling the camp’s drones, effectively freeing the slaves, who quickly overcome the guards. Barbarella and Reg have begun their army, with Barbarella leading the charge at the various camps they liberate (“Factory by factory, camp by camp, we will take back control of this world. Our world.”). Towers fall, camps are taken, newly-minted freedom fighters overtake the guards. Finnea witnesses one such liberation firsthand, gravely intoning to Yarum that the revolt cannot be contained. (“It must be destroyed. Barbarella must be destroyed.”)

News of the impending revolution finds its way to Pike’s camp, with mention of Barbarella’s exploits delighting him. He escapes the camp, and runs across 10E, currently planning his and the goat’s marriage. Pike saves him, with the duo setting off to find Barbarella. Meanwhile, our heroine finds herself charmed by the equally smitten Reg, kissing him for his “selfless dedication to a noble cause.”

Yarum arrives at the camp. While Barbarella assumes he’s there to negotiate his surrender, he tells her that he’s in fact there for hers. Nearby, a massive blast destroys a section of forest in an astonishing example of the general’s available firepower (“There’s not even enough time for things to burn – – they simply collapse into ashes.”)

Barbarella surrenders, leading to her reunion with Finnea at the Capitol Building’s Ceremonial Hall. Finnea asks for Barbarella to hear her out and listen to the whole story regarding their planet: the people of the red planet and its moon are from neither place, but a third planet said to be overrun by war and pestilence, its environment nearing collapse. An alien race saw this planet and recognized that its species was approaching self-destruction, and elected to save a small selection of the people to study. “To them, an experiment,” Finnea explains. “To us, an opportunity to create a perfect world free from the mistakes of history.” Leon was selected as an agent for the aliens, who tasked the man with selecting 100 people to populate a utopian world, with each of their minds’ wiped to erase any memory of Earth (save for Leon). These people of Eldoria would be served by the people dropped onto the red planet below, having been rounded up by the aliens solely as slave labor (“They were captured, as a net would catch fish.”)

Barbarella is unfazed by Finnea’s tale, refusing to buy into the belief that the Eldorians should be served by the labor of slaves who deserve to live free. Finnea offers to wipe Barbarella’s mind, which she promptly refuses (“I cannot live freely, knowing others live in chains”). Finnea orders the guards to take her sister away, resigned to ordering her execution.

Drew Barrymore Barbarella

Drew Barrymore as Dylan Sanders in Charlie’s Angels (2000)

Pike and 10E make their way to Barbarella’s liberated camp, meeting up with Reg and realizing that this man is also in love with Barbarella. The men hear of her impending execution, with Reg insisting that they cannot risk their revolution to save a single person. Their only chance would be to take control of Yarum’s orbital weapons, which would require an electronic device to interface with the Capitol’s main processor. Pike hands over 10E to Reg, pointing out that they already have what they need.

At the Capitol building, drones hover to keep the crowds from rioting during Barbarella’s execution. Our heroine is strapped into a rack seated below a massive steel cylinder – “When the cylinder reaches the top, it will be released to slam down upon her, crushing her like a walnut.” In the meantime, Pike and Reg slip into the Capitol dressed as guards, sneaking into a corridor and opening an access panel which reveals a command console within. Though 10E’s size is incompatible, a few well-placed kicks from Pike manage to wedge 10E into place, allowing him to take control of the Capitol, and stop the cylinder and render the drones immobile.

Pike and Reg free Barbarella from the rack. Overjoyed, she looks to them both, trying to figure out which one to kiss. She settles on giving them both a friendly hug, satisfying neither. She calls out orders to both to take control of the Capitol with no harm to come to the guards, then sets off after Finnea. 10E’s voice booms from within the massive building, revealing to Barbarella that the Capitol is in fact an interstellar spaceship – one that’s now taking off.

With 10E’s guidance, Barbarella races to the ship’s cargo hold, where she finds her sister. As the ship rises into orbit, the cargo area’s artificial gravity fails, sending the sisters floating about freely in the huge warehouse. Finnea uses a set of grav paddles to hurl shipping containers at Barbarella, each nearly crushing her.

Our heroine finds a stray pair of grav paddles and uses them to defend herself, using their gravity to link them end to end, creating a pair of makeshift nunchucks to wield against her sister. What follows is a bitter, Zero-G battle between the two, ending with 10E rerouting the power to the cargo area and restoring its gravity. While Barbarella manages to grab hold of a nearby rafter, Finnea finds herself underneath a large floating pallet. When the gravity returns, the various pallets collapse sixty feet to the ground, with Finnea crushed beneath one.

In the aftermath of Finnea’s death, Barbarella and the revolutionaries unite the peoples of Eldoria and the planet below, creating a unified society working together to see out a common destiny. While the people call for Barbarella to lead them, she chooses to investigate the planet where they originated, the coordinates to which were found in the spaceship. As she’s about to set off on her new adventure, Pike and Reg stop her, demanding that she choose between the two of them. After telling each man why she loves them, she elects to leave both behind. “I choose myself.”

Jane Fonda as Barbarella

As the film closes, Barbarella and 10E take off into the stars, the alien spaceship hurtling the two through a four-dimensional hole which lands them on the other side of the universe. There, they crash-land on a taco stand in San Diego, circa 2002. A growing crowd of onlookers gather around the spaceship and its pilot. Barbarella has found the original home planet of her people – Earth.


Given the script’s ending and its franchise-friendly heroine, one imagines The Second World would have teed up a series of sequels to follow in the initial film’s wake. August notes that this wasn’t exactly the case. “The idea was very much to make one movie,” he says. “If that was a success, you could make more down the road. But we weren’t trying to set up any characters who absolutely had to come back other than Barbarella. It was meant to be a one-off … it wasn’t trying to set up a whole new franchise. That had never been the idea, as opposed to Charlie’s Angels, which really was like, ‘Listen, let’s make this movie right. And then if this works well, we can use these characters and go back and do new things.’ Even while we were writing the first Charlie’s Angels, we had some sense of what the franchise was and who we’d wanna see in future installments. Beyond that, there was no other real cast involved, we never had a director on board. It was just Drew to star and produce along with Flower Films and Laura Ziskin.”

So why is it that this version of Barbarella never made it to the screen? August says that the issues that would prove to be the project’s downfall began to present themselves between his second and third drafts. “When it ultimately wasn’t coming together … we got these notes from the studios. Sort of, ‘These are the things which legal says we can do, or we can’t do, based on the rights that they have from the comic book or from the original movie.’ It just got to be kind of untenable, where if you couldn’t defend that this one thing existed in this one medium, that you couldn’t use it. It just became really, really tough to sort itself out.

“It became clear that, ‘Oh shit, there are all of these problems about what is allowed to be used, and what things cannot be used. But also at that point, I think there were other questions about whether they were gonna make the movie regardless. It’s always hard to have a joint project between the two different studios. Drew was busy, Charlie’s Angels had done great, but there was a question of ‘Could Drew carry this movie on her own?’ Ultimately, the rights became so complicated that it became impossible to even try to make. No studio wants to spend a few million dollars on a script, much less tens of millions on a movie or a series, if they worry that someone down the road could sue them over it. Or, that someone else could sort of do the same project, but without the rights, and that there’d be conflicts out there in the marketplace. So I think the rights were a significant part of the problem.”

Nevertheless, one wonders if the success of Charlie’s Angels and Barrymore’s star power might have pushed that rights-boulder over the hill. “The best thing about having a star attached to your project is that you have a star attached to your project,” August says. “You have somebody who can get it made. But any star who’s attached to your project is also gonna be attached to a lot of other things, and people get busy. So I think it was also not her top priority at any given time, because there were always sequels to Charlie’s to make. There’s always a lot of other things to happen.”


Twenty years and many subsequent attempts on, Barbarella still hasn’t managed to make it back to screens big or small. Now that two decades have passed since he penned the screenplay for his own take, does August believe that there’s any chance The Second World might still be made some day? “I think it’s incredibly unlikely that would happen,” he admits. “I would say that in the era of streaming services … it’s not hard to envision this as a Mandalorian, where it’s sort of a multi-installment kind of romp. It’s not inconceivable. Again, it’s based around a female character who is sexual. So who that person is … trying to find the right suggestion, but if Ariana Grande desperately wanted to do this, I could see some streamers saying ‘Sure.’ She’s probably the closest equivalent to Drew right now in terms of feeling both like a sexual icon and your kid sister. She would be fantastic.

“So I think there is some version of this that could work. But I think it’s really a long shot.”

Very special thanks to John August for his time and insights.


This has been Phantom Limbs, a recurring feature which takes a look at intended yet unproduced horror sequels and remakes – extensions to genre films we love, appendages to horror franchises that we adore – that were sadly lopped off before making it beyond the planning stages. Here, we chat with the creators of these unmade extremities to gain their unique insight into these follow-ups that never were, with the discussions standing as hopefully illuminating but undoubtedly painful reminders of what might have been.

Barbarella (1968)

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