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THX 1138 is a 1969 dystopian science fiction film released in 1971. The film follows two residents of a future society where a high level of control is exerted upon the residents through the ever-presence of faceless, android police-officers and the mandatory, regulated use of special drugs that eliminate emotion and sexual desire. See YouTube Trailer.

The film shares themes with The Machine Stops, Brave New World, Nineteen Eighty-Four, Fahrenheit 451, and was inspired in part by the short film 21-87. A novelization of the film by Ben Bova was published in 1971.



The film consists of three acts. In the first, we are introduced to daily life in the underground dystopia through the central character, THX 1138 (Robert Duvall), a nuclear production line worker. All emotions are suppressed in THX's world through the compulsory use of Soma. However, THX's female roommate, LUH 3417, has stopped taking her drugs, and secretly substitutes inactive pills for THX's medications. As the drug's effects wear off, THX finds himself experiencing emotions and sexual desire for the first time. He and LUH begin a loving relationship, and plan to escape to the "superstructure", where they hope to be able to live in freedom. Before they can attempt this escape they are arrested and charged with "sex crimes" and "drug violations."

The second act sees THX incarcerated for his crimes in a white limbo world along with a collection of other prisoners, including Donald Pleasence as SEN 5241 – a sinister technician who has been using his programming skills to try and replace LUH as THX's roommate and who is, himself a 'prisoner' of the limbo because THX reported him for said programming violations. Some of SEN's dialogue is taken from speeches by Richard Nixon <ref>Template:Cite video</ref>. The outlook and content of this section of the film is somewhat reminiscent of the work of Samuel Beckett. Most of the prisoners seem uninterested in escape, but eventually THX and SEN decide to find an exit. They encounter SRT (Don Pedro Colley), a (tangible) hologram who has become disenchanted with his role in the society and is making an attempt to escape. Upon exiting the limbo, THX attempts to find LUH and learns that her identity has been reassigned to a fetus in a growth chamber. This indicates that she has been considered "incurable" and killed. Separated from the other two fugitives, SEN makes a tentative exploration of the limits of the city's underground network. Cowed by what he sees, he returns to the city and is captured by the authorities.

The third act is an extended escape sequence, featuring a futuristic and often-copied car-chase sequence through a tunnel network. THX and SRT steal two cars, but the latter immediately crashes. THX flees to the limits of the city's underground road network while being chased by android police, and eventually locates an access tunnel that leads up to the surface. The police pursue THX up the ladder, but the expense of his capture exceeds its budget, compelling the police to retreat, leaving THX to climb out and stand, for the first time, in the harsh surface sunlight. As THX stands before the setting sun, birds intermittently fly overhead, indicating that life is possible on the surface.


In order to emphasize the dehumanizing nature of the world of THX 1138, Lucas insisted that most of the actors and actresses in the film shave their heads, with some characters going completely bald, while others were allowed to maintain a buzz cut. As a publicity stunt, Lucas arranged for several actors to get their first haircuts/shaves at unusual venues, and have this filmed for later use in a tongue-in-cheek promotional featurette entitled Bald. Robert Duvall had his head shaved while watching a baseball game, while his co-star, Maggie McOmie, had hers done in a scenic park location. Another actor, who would later play an insane man in the film, was allowed to cut off his own hair and was filmed doing so in a bathtub. The Bald featurette was included in the 2004 DVD release. Many of the extras seen in the film were recruited from the addiction recovery program Synanon, most of whose members had shaved heads.

The chase scene featured Lola or Lola T70 Mk.IIIs with dummy turbine engines racing through two San Francisco Bay Area automotive tunnels: the Caldecott Tunnel between Oakland and Orinda, and the underwater Posey Tube between Oakland and Alameda, California. The final climb out to the daylight was actually filmed, with the camera rotated 90 degrees, in the incomplete (and decidedly horizontal) BART Transbay Tube before installation of the track supports, with the characters using exposed reinforcing bars as a ladder.


  • George Lucas apparently named the film after his San Francisco telephone number, 849-1138 -- the letters THX correspond to letters found on the buttons 8, 4 and 9.
  • The cinematic sound systems company THX Ltd. was founded by Lucasfilm and has been thought to be named after this film. THX officially stands for "Tomlinson Holman's eXperiment". Tomlinson Holman developed the THX sound system, having been commissioned to do so by Lucas in 1982. According to Lucas' thoughts, the "X" in the sound system name THX stands for "crossover", a piece of audio processing equipment. In either case, it is not named for THX 1138 and Lucas says that the similar names are just a coincidence.
  • The number 1138 is a recurrent Easter egg in subsequent George Lucas films and products of the Lucas-founded LucasArts (computer games) and Industrial Light & Magic (special effects). For example, 1138 is the number of a cell block on the Death Star in Star Wars Episode IV: A New Hope; the number-plate of Paul Le Mat's deuce coupe in American Graffiti is THX 138; in Star Wars Episode V: The Empire Strikes Back, Rogue 11 is ordered to sector 38; in Raiders of the Lost Ark the Nazi harbor loudspeaker announces "eins, eins, drei, acht" (German for one, one, three, eight); the number 1138 is printed on a battle droid's back in Star Wars Episode I: The Phantom Menace; and in Star Wars Episode III: Revenge of the Sith, Clone Trooper Commander of the Galactic Marines has the numbers "1138" as his clone registration number.
  • A tribute to THX 1138 can be heard in the queue area of the Disneyland Star Tours attraction; a public address announcement asks the owner of a land speeder with license "THX 1138" to return to their vehicle.
  • In the opening title sequence for Pinky and the Brain, The Brain is seen writing THX=1138 on a blackboard.
  • Many industrial music and synthpop artists, among them Laibach, Chemlab, Floater, Moev and Clock DVA, have utilized sampling of sound effects and dialogue from the film. The beginning of the first track from Nine Inch Nails' 1994 album The Downward Spiral features an excerpt from the "beating channel" watched by the title character.
  • Sound system Spiral Tribe sampled dialogue from the film extensively in several releases, including the track "Track 13 (Criminal Drug)" (from the "Forward the Revolution" EP) .
  • The band The Misfits based their song "We Are 138" on this movie. The number 138 has also become commonly associated with the band, appearing on their merchandise as well as on tattoos on their fans' (a.k.a. Fiend Club) bodies.
  • In episode "The Train Job" of the short-lived Fox television series Firefly, a train car can be briefly seen with the digits 1138 on the top.
  • During the film's chase sequence, a voice actor improvising background radio dialogue said, "I think I ran over something... I think I ran over a wookiee on the expressway." The ad-lib became the name of a prominent alien race in the Star Wars films.
  • In the film Sky Captain and the World of Tomorrow a door leading to a scientist's lab is labelled 1138.
  • Quentin Tarantino's film Kill Bill Volume 2 pays a similar homage to this title on the liscense plate of Bill's jeep. Though hard to discern through the mud on it as he leaves The Bride at Pei Mei's, it reads THX-1169.
  • In the film "Ocean's Eleven," Matt Damon's character enters the numbers "1-1-3-8" into the electronic lock during the vault heist segment. Damon makes reference to Lucas and the film in the DVD commentary.
  • Tamil writer Sujatha wrote a science fiction novel in two parts called En Iniya Iyandhira , based on THX-1138.

THX 1138 References in other films

  • In Star Wars Episode IV: A New Hope, the cell block that Princess Leia is in on the Death Star is "Cell Block 1138". In addition to this, Leia's cell number is 2187; this is the title of an experimental film that Lucas made before THX 1138.
  • In Lucas' film American Graffiti, THX 1138 appears on the registration plate on the character Milner's car.
  • In the DVD versions of Star Wars episodes 1-3, if you highlight the THX 'icon' and press 1138 (some DVD players/DVD remotes require that you press the button '10+' then press 11 then 3 then 8), there are special bonus features. For example, in the Episode III DVD, the bonus feature features Yoda dancing to some hip-hop music.
  • In Star Wars Galactic Battlegrounds, click on the Galactic Empires Trooper, and sometimes you will hear "THX 1138 ready, sir!"
  • In the opening credits to Pinky and the Brain. In the Brain's The Theory of Everything (Made Simple); THX=1138

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