'Game Over, Man!': A Mini Oral History of Bill Paxton's Classic 'Aliens' Freakout

A rare sequel that equaled — or exceeded — its predecessor, Aliens marked its 30th anniversary last July with a cast reunion at San Diego Comic-Con. Yahoo Movies spent time with the full crew before they took the stage; during our discussion we had to ask how director James Cameron came up with those indelible lines uttered by Bill Paxton’s unhinged space marine Hudson. In light of Paxton’s sudden, shocking death on Saturday at the age of 61, we wanted to revisit that conversation to show the method and the madness behind one of the late actor’s most seminal roles, presented here as a brief oral history.

James Cameron: It was the actors who inhabited and shaped those characters. You remember Hudson. [He approximates Paxton’s whine:] “What the f— are we gonna do now, man?! We’re in some pretty s— now, man.” That was Bill.

Bill Paxton: I’m not great at improvising on the spot. But the stuff that wasn’t in the script I had thrown at Jim in a rehearsal. Jim has a mind like a steel trap. He remembers something I had said when we were rehearsing when he’s doing a scene two months later. He’d say something about the “express elevator to Hell.” “You mean, ‘Going down?‘” “Yeah, put that in here.” That was cool. That was fun.

Sigourney Weaver: Ripley’s line [Get away from her, you bitch!”] was scripted by Jim… but Bill came up with all these insane things to say, and we would all have to focus really hard not to break character.

Paxton delivered dozens of insane gems — “I’m the ultimate badass! State of the badass art!,” “Maybe you haven’t been keeping up on current events, but we just got our asses kicked, pal!,” “Whoopdee f—in’ do!,” among them — but his signature phrase was the result of a fictional backstory the actor dreamed up for Hudson.

Paxton: “Game over, man,” was the background of the character. I figured he probably came up on simulators and video games. Back in those days — I don’t think they do it anymore, but I don’t play video games anymore — at the end of your quarter, “Game Over.” So I thought, “Game over. Has anybody ever used that? I wonder because it’s kind of good.” I had no idea it would catch on.

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Watch Paxton talk about about the alternate to ending to ‘Titanic’ in a recent interview with Yahoo: