Don Bies Donald " Don " Bies ( born April 7 , 1961 in Chicago , Illinois ) is a special effects artist and occasional actor who worked in the " Star Wars " special edition and prequels . He began working in the film industry for Chris Walas and Chris Walas Inc . in David Cronenberg ' s " The Fly " ( 1986 ) when he was 24 years old . There , he first worked with Jon Berg and Howie Weed , who he later collaborated with on the prequels . Bies would continue his work in creature effects for Pen Densham ' s horror film " The Kiss " ( 1988 ) . Bies worked with Walas for only one more film , " The Fly II " ( 1989 ) , which was Walas ' s debut as a director . He worked as a mechanical engineer who handled the film ' s " creature effects , " as they would be known . Bies was hired by Industrial Light & Magic after that and has been with ILM ever since . After joining ILM , he worked on Steven Spielberg ' s " " ( 1989 ) , his first work with the company before moving on to a number of different science - fiction and fantasy movies in need of ILM ' s experienced special effects technicians . He did operating room effects for Robert Lieberman ' s sci - fi " Fire in the Sky " ( 1993 ) and served as a model maker for both Mel Smith ' s comedy " Radioland Murders " ( 1994 ) and Frank Marshall ' s " Congo " ( 1995 ) . 1997 marked the release of Bies ' s first collaboration with " Star Wars " , as well as that of two of his other movie credits , Paul Verhoeven ' s " Starship Troopers " and Disney ' s " Flubber " . In " Star Wars " , specifically , we can admire Bies ' s work as creature and model maker in the special editions of both and . Bies also makes a cameo as one of the aliens in " Return of the Jedi " , playing a Bith named Barquin D ' an , the Kloo horn player from Figrin D ' an and the Modal Nodes . He also replaced Jeremy Bulloch as the charismatic Boba Fett for some new scenes . He also constructed the props used in " " released the same year . His wife Anna Bies also worked at Lucasfilm ; She was a model builder for Episode I and " Galaxy Quest " , as well as the costume designer for " Dark Forces II " . Don continued working in science - fiction with Dean Parisot ' s parody " Galaxy Quest " ( 1999 ) , the same year he also began work on , not only as one of the model makers , but also as the puppeteer for R2 - D2 . He also makes a small cameo appearance as a mechanic in one of the pod race boxes . As part of ILM ' s staff , Bies was a model maker for other blockbusters , such as Spielberg ' s " A . I . " and Michael Bay ' s " Pearl Harbor " , as well as working on Gore Verbinski ' s " Pirates of the Caribbean " in the interim between the releases of Episodes II and III . He also co - directed , co - wrote and co - starred in " " , a mockumentary narrating the career of " actor " R2 - D2 , which is included on the Special Features disc included with the DVD release of . In Episode II , Don served as the supervisor of the droid unit , and also returned as the puppeteer for R2 - D2 . He also makes a small cameo appearance in the nightclub where Obi - Wan Kenobi and Anakin Skywalker follow Zam Wesell during their chase through Coruscant . He returned to the " Star Wars " saga for , again as droid unit supervisor and R2 - D2 puppetteer . He was also the R2 - D2 operator , and C - 3PO ' s wardrobe manager , for the 2005 mini - series " Science of Star Wars " . Currently , Don Bies lives in Petaluma , California , with his wife Anna and their son Ben .