During the production of THX 1138 (1971), producer Francis Ford Coppola challenged co-writer/director George Lucas to write a script that would appeal to mainstream audiences.[2] Lucas embraced the idea, using his early 1960s teenage experiences cruising in Modesto, California. "Cruising was gone, and I felt compelled to document the whole experience and what my generation used as a way of meeting girls," Lucas explained.[2] As he developed the story in his mind, Lucas included his fascination with Wolfman Jack. Lucas had considered doing a documentary about The Wolfman when he attended the USC School of Cinematic Arts, but dropped the idea.[3]
Adding in semi-autobiographical connotations, Lucas set the story in 1962 Modesto.[2] The characters Curt Henderson, John Milner and Terry "The Toad" Fields also represent different stages from his younger life. Curt is modeled after Lucas's personality during USC, while Milner is based on Lucas's teenage street racing and junior college years, and hot rod enthusiasts he had known from the Kustom Kulture in Modesto. Toad represents Lucas's nerd years as a freshman in high school, specifically his "bad luck" with dating.[4] The filmmaker was also inspired by Federico Fellini's I Vitelloni (1953).[5]
After the financial failure of THX 1138, Lucas wanted the film to act as a release for a world-weary audience:[6]
[THX] was about real things that were going on and the problems we're faced with. I realized after making THX that those problems are so real that most of us have to face those things every day, so we're in a constant state of frustration. That just makes us more depressed than we were before. So I made a film where, essentially, we can get rid of some of those frustrations, the feeling that everything seems futile.[6]