The Empire Strikes Back

                               STAR WARS


                              Episode V

                                   

                       THE EMPIRE STRIKES BACK


                         Script adaptation by

                  Lawrence Kasdan and Leigh Brackett

                           from a story by

                             George Lucas


                            LUCASFILM LTD.



                        ----------------------



A long time ago, in a galaxy far, far, away...



   It is a dark time for the Rebellion. Although the Death Star has

been destroyed, Imperial troops have driven the Rebel forces from

their hidden base and pursued them across the galaxy.

   Evading the dreaded Imperial Starfleet, a group of freedom fighters

led by Luke Skywalker has established a new secret base on the remote

ice world of Hoth.

   The evil lord Darth Vader, obsessed with finding young Skywalker,

has dispatched thousands of remote probes into the far reaches of

space...



EXTERIOR: GALAXY -- PLANET HOTH


           A Star Destroyer moves through space, releasing Imperial probe

        robots from its underside. 

           One of these probes zooms toward the planet Hoth and lands

        on its ice-covered surface. An explosion marks the point of

        impact. 


EXTERIOR: HOTH -- METEORITE CRATER -- SNOW PLAIN -- DAY


           A weird mechanical sound rises above the whining of the

        wind. A strange probe robot, with several extended sensors,

        emerges from the smoke-shrouded crater. The ominous mechanical

        probe floats across the snow plain and disappears into the

        distance.


EXTERIOR: PLAIN OF HOTH -- DAY


           A small figure gallops across the windswept ice slope. The

        bundled rider is mounted on a large gray snow lizard, a

        Tauntaun. Curving plumes of snow rise from beneath the

        speeding paws of the two-legged beast.

           The rider gallops up a slope and reins his lizard to a

        stop. Pulling off his protective goggles, Luke Skywalker

        notices something in the sky. He takes a pair of

        electrobinoculars from his utility belt and through them sees

        smoke rising from where the probe robot has crashed.

           The wind whips at Luke's fur-lined cap and he activates a

        comlink transmitter. His Tauntaun shifts and moans nervously

        beneath him.


LUKE: (into comlink) Echo Three to Echo Seven. Han, old buddy, do you

read me?

           After a little static a familiar voice is heard.


HAN: (over comlink) Loud and clear, kid. What's up?


LUKE: (into comlink) Well, I finished my circle. I don't pick up any

life readings.


HAN: (over comlink) There isn't enough life on this ice cube to fill a

space cruiser. The sensors are placed. I'm going back.


LUKE: (into comlink) Right. I'll see you shortly. There's a meteorite

that hit the ground near here. I want to check it out. It won't take

long.


           Luke clicks off his transmitter and reins back on his

        nervous lizard. He pats the beast on the head to calm it.


LUKE: Hey, steady girl. What's the matter? You smell something?


           Luke takes a small device from his belt and starts to

        adjust it when suddenly a large shadow falls over him from

        behind. He hears a monstrous howl and turns to see an eleven-

        foot-tall shape towering over him. It is a Wampa Ice Creature,

        lunging at him ferociously.


LUKE: Aaargh!


           Luke grabs for his pistol, but is hit flat in the face by a

        huge white claw. He falls unconscious into the snow and in a

        moment the terrified screams of the Tauntaun are cut short by

        the horrible snap of a neck being broken.

           The Wampa Ice Creature grabs Luke by one ankle and drags

        him away across the frozen plain.


EXTERIOR: HOTH -- REBEL BASE ENTRANCE -- DAY


           A stalwart figure rides his Tauntaun up to the entrance

        of an enormous ice cave.


INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR DECK


           Rebel troopers rush about unloading supplies and otherwise

        securing their new base. The rider, Han Solo, swings off his

        lizard and pulls off his goggles.

           He walks into the main hangar deck toward the Millennium

        Falcon, which is parked among several fighters. Mechanics, R2

        units, and various other droids hurry about. Han stops at the

        Millennium Falcon where his Wookiee copilot, Chewbacca, is

        welding on a central lifter. Chewie stops his work and lifts

        his face shield, growling an irritated greeting to his boss.


HAN: Chewie!


           The Wookiee grumbles a reply.


HAN: All right, don't lose your temper. I'll come right back and give

you a hand.


           Chewbacca puts his mask back on and returns to his welding

        as Han leaves.


INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER


           A makeshift command center has been set up in a blasted area

        of thick ice. The low-ceilinged room is a beehive of activity.

        Controllers, troops, and droids move about setting up

        electronic equipment and monitoring radar signals.

           General Rieekan straightens up from a console at Han's

        approach.


RIEEKAN: Solo?


HAN: No sign of life out there, General. The sensors are in place.

You'll know if anything comes around.


RIEEKAN: Commander Skywalker reported in yet?


HAN: No. He's checking out a meteorite that hit near him.


RIEEKAN: (indicates radar screen) With all the meteor activity in this

system, it's going to be difficult to spot approaching ships.


           Taking a deep breath, Han blurts out what is on his mind.


HAN: General, I've got to leave. I can't stay anymore.


           Princess Leia, standing at a console nearby, is dressed in a

        short white combat jacket and pants. Her hair is brained and

        tied across her head in a Nordic fashion. She overhears their

        conversation and seems somewhat distressed.


RIEEKAN: I'm sorry to hear that.


HAN: Well, there's a price on my head. If I don't pay off Jabba the

Hut, I'm a dead man.


RIEEKAN: A death mark's not an easy thing to live with. You're a good

fighter, Solo. I hate to lose you.


HAN: Thank you, General.


           He turns to Leia as Rieekan moves away.


HAN: (with feeling) Well, Your Highness, I guess this is it.


LEIA: That's right.


           Leia is angry. Han sees she has no warmth to offer him. He

        shakes his head and adopts a sarcastic tone.


HAN: (cooly) Well, don't get all mushy on me. So long, Princess.


           Han walks away into the quiet corridor adjoining the

        command center. Leia stews a moment, then hurries after him.


INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR


LEIA: Han!


           Han stops in the corridor and turns to face Leia.


HAN: Yes, Your Highnessness?


LEIA: I thought you decided to stay.


HAN: Well, the bounty hunter we ran into on Ord Mantell changed my

mind. 


LEIA: Han, we need you!


HAN: We?


LEIA: Yes.


HAN: Oh, what about you need?


LEIA: (mystified) I need? I don't know what you're talking about.


HAN: (shakes his head, fed up) You probably don't.


LEIA: And what precisely am I supposed to know?


HAN: Come on! You want me to stay because of the way you feel about

me.


LEIA: Yes. You're a great help to us. You're a natural leader...


HAN: No! That's not it. Come on. Aahhh -- uh huh! Come on.


           Leia stares at him, understanding, then laughs.


LEIA: You're imagining things.


HAN: Am I? Then why are you following me? Afraid I was going to leave

without giving you a goodbye kiss?


LEIA: I'd just as soon kiss a Wookiee.


HAN: I can arrange that. You could use a good kiss!


           Angrily, Han strides down the corridor as Leia stares after

        him.


INTERIOR: HOTH -- REBEL BASE -- ANOTHER ICE CORRIDOR


           A familiar stream of beeps and whistles herald the approach

        of Artoo-Detoo and See-Threepio, who appear around a corner

        and move along an ice wall toward the main hangar.


THREEPIO: Don't try to blame me. I didn't ask you to turn on the

thermal heater. I merely commented that it was freezing in the

princess's chamber. But it's supposed to be freezing. How are we going

to dry out all her clothes? I really don't know.


           Artoo beeps a stream of protesting whistles.


THREEPIO: Oh, switch off.


INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR DECK


           The two robots stop at Han Solo's space freighter. Han and

        Chewie are struggling with their central lifters.


HAN: (to Chewie) Why do you take this apart now? I'm trying to get us

out of here and you pull both of these.


           Chewie grumbles in irritation.


THREEPIO: Excuse me, sir.


HAN: (to Chewie) Put them back together right now.


THREEPIO: Might I have a word with you, please?


HAN: What do you want?


THREEPIO: Well, it's Princess Leia, sir. She's been trying to get you

on the communicator.


HAN: I turned it off. I don't want to talk to her.


THREEPIO: Oh. Well, Princess Leia is wondering about Master Luke. He

hasn't come back yet. She doesn't know where he is.


HAN: I don't know where he is.


THREEPIO: Nobody knows where he is.


HAN: What do you mean, "nobody knows"?


           Han glances at the fading light at the entrance of the ice

        cave as night slowly begins to fall on the planet.


THREEPIO: Well, uh, you see...


           Han jumps down off the lift, as Threepio follows him.


HAN: Deck Officer. Deck Officer!


THREEPIO: Excuse me, sir. Might I inqu-...


           Han abruptly puts his hand over Threepio's mouth as the

        deck officer approaches.


DECK OFFICER: Yes, sir?


HAN: Do you know where Commander Skywalker is?


DECK OFFICER: I haven't seen him. It's possible he came in through the

south entrance.


HAN: It's possible? Why don't you go find out? It's getting dark out

there.


DECK OFFICER: Yes, sir.


           The deck officer leaves hurriedly, as Han takes his hand

        off Threepio's mouth.


THREEPIO: Excuse me, sir. Might I inquire what's going on?


HAN: Why not?


THREEPIO: Impossible man. Come along, Artoo, lets find Princess Leia.

Between ourselves, I think Master Luke is in considerable danger.


INTERIOR: HOTH -- REBEL BASE -- MAIN ICE TUNNEL


           The deck officer and his assistant hurry toward Han as he

        enters the tunnel.


DECK OFFICER: Sir, Commander Skywalker hasn't come in through the

south entrance. He might have forgotten to check in.


HAN: Not likely. Are the speeders ready?


DECK OFFICER: Not yet. We're having some trouble adapting them to the

cold.


HAN: Then we'll have to go out on Tauntauns.


DECK OFFICER: Sir, the temperature's dropping too rapidly.


HAN: That's right. And my friends out in it.


ASSISTANT OFFICER: I'll cover sector twelve. Have com-control set

screen alpha.


           Han pushes through the troops and mounts a Tauntaun.


DECK OFFICER: Your Tauntaun'll freeze before you reach the first

marker.


HAN: Then I'll see you in hell!


           Han maneuvers his mount out of the cave and races into the

        dark bitter night.


EXTERIOR: HOTH -- ICE GORGE -- DUSK


           The jagged face of a huge ice wall sits gloomily in the dim

        twilight of a Hoth day. Luke hangs upside down, ankles frozen

        into icy stalactites, his extended arms within a foot of the

        snow floor. One side of his face is covered in a dried mask of

        frozen blood. He opens his eyes as a chilling moan of the

        hideous ice creature echoes off the gorge walls. Luke pulls

        himself up, grabs hold of his ankles, and futilely tries to

        unfasten the throngs.

           Exhausted, he drops back into his hanging position. As he

        hangs there, he spies his lightsaber lying near a pile of his

        discarded gear, about three feet out of reach.

           He focuses on the saber and, as his hand strains toward the

        weapon, he squeezes his eyes tight in concentration.

           Just as the ice creature looms over Luke, the lightsaber

        jumps into Luke's hand.

           The young warrior instantly ignites his sword, swinging up,

        and cuts himself loose from the ice. He flops to the snow in a

        heap. The startled creature moves back, his giant yellow eyes

        blinking. Luke scrambles to his feet. He swings his lightsaber

        and the beast screams in pain.


EXTERIOR: HOTH -- ENTRANCE TO ICE GORGE -- DUSK


           Luke staggers out of the gorge into the dark and snowy

        twilight. Weak and exhausted, he stumbles down a snow bank.


EXTERIOR: HOTH -- SNOW PLAIN -- DUSK


           A small, lone figure riding a Tauntaun races through the

        hostile vastness of snow and cold. As it runs, the Tauntaun's

        legs kick up large clouds of snow and ice into the snowy air.


EXTERIOR: HOTH -- OUTSIDE ICE HANGAR -- DUSK


           Artoo stands in the falling snow, beeping worriedly.

        Threepio moves stiffly over to him.


THREEPIO: You must come along now, Artoo. There's really nothing more

we can do. And my joints are freezing up.


           Artoo beeps, long and low.


THREEPIO: Don't say thing like that! Of course we'll see Master Luke

again. He'll be quite all right, you'll see. (to himself) Stupid

little short-circuit. He'll be quite all right.


           Threepio turns to go back inside the main hangar as Artoo

        mournfully keeps his vigil.


EXTERIOR: HOTH -- SNOW DRIFT -- DUSK


           The wind is blowing quite strong now. Luke struggles to

        stay upright, but a blast of freezing snow knocks him over. He

        struggles to get up, but he can't. The young warrior from

        Tatooine drags himself a couple of feet and then collapses.


INTERIOR: REBEL BASE -- MAIN HANGAR DECK -- ENTRANCE -- NIGHT


           Princess Leia stands inside the dark entrance to the Rebel

        base, waiting for a sign of the two Rebel heroes. She shivers

        in the cold wind as, nearby, Chewie sits with his head in his

        hands. In the background, Artoo and Threepio move through the

        doors. 

           A Rebel lieutenant moves to Major Derlin, an officer

        keeping watch with the princess.


LIEUTENANT: Sir, all the patrols are in. There's still no contact from

Skywalker or Solo.


THREEPIO: Mistress Leia, Artoo says he's been quite unable to pick up

any signals, although he does admit that his own range is far too

weak to abandon all hope.


           Leia nods an acknowledgment, but she is lost in thought.


DERLIN: Your Highness, there's nothing more we can do tonight. The

shield doors must be closed.


           He turns to the lieutenant.


DERLIN: Close the doors.


LIEUTENANT: Yes, sir.


           The lieutenant walks away. Chewie lets out a long, mournful

        howl, somewhat like a coyote. At the same moment, Artoo begins

        a complex series of efficient beeps.


THREEPIO: Artoo says the chances of survival are seven hundred

seventy-five...to one.


           Leia stands praying to herself as the huge metal doors slam

        across the entrance of the ice cave. The loud booms echo

        throughout the huge cavern. Chewie lets out another suffering

        howl.


THREEPIO: Actually, Artoo has been known to make mistakes...from time

to time. Oh, dear, oh, dear. Don't worry about Master Luke. I'm sure

he'll be all right. He's quite clever, you know...for a human being.


EXTERIOR: HOTH -- SNOW DRIFT -- DUSK


           Luke lies face down in the snow, nearly unconscious. Slowly

        he looks up and sees Ben Kenobi, barely visible through the

        blowing snow. It is hard to tell if Kenobi is real or a

        hallucination.


BEN: Luke...Luke.


LUKE: (weakly) Ben?


BEN: You will go to the Dagobah system.


LUKE: Dagobah system?


BEN: There you will learn from Yoda, the Jedi Master who instructed

me.


           The image of Ben fades, revealing a lone Tauntaun rider

        approaching from the windswept horizon.


LUKE: (groaning faintly) Ben...Ben.


           Luke drops into unconsciousness.

           Han pulls up and leaps off his mount. He hurries to his

        snow-covered friend, cradling him in his arms. Han's Tauntaun

        lets out a low, pitiful bellow. But Han's concern is with

        Luke, and he shakes him urgently.


HAN: Luke! Luke! Don't do this, Luke. Come on, give me a sign here.


           Luke doesn't respond. Han begins frantically rubbing and

        slapping Luke's unconscious face. As he starts to lift the

        youth, Han hears a rasping sound behind him. He turns, just in

        time to see his Tauntaun stagger and then fall over into the

        snow.

           Han carries Luke to the moaning beast. Then, with a final

        groan, the Tauntaun expires.


HAN: Not much time.


           He pushes Luke's inert form against the belly of the dead

        beast.


LUKE: (moaning) Ben...Ben...


HAN: Hang on, kid.


LUKE: Dagobah system...


           Han ignites Luke's saber and cuts the beast from head to

        toe. He quickly tosses it's steaming innards into the snow,

        then lifts Luke's inert form and stuffs him inside the

        carcass.


HAN: (reeling from the odor) Whew...


LUKE: Dagobah...


HAN: This may smell bad, kid...


LUKE: (moaning) Yoda...


HAN: ...but it will keep you warm...til I get the shelter built.

(struggling to get Luke in the carcass) Ooh...I thought they smelled

bad on the outside!


           The wind has picked up considerably, making it difficult to

        move. Han removes a pack from the dead creature's back, taking

        out a shelter container. He begins to set up what can only be

        a pitiful protection against a bitter Hoth night.


EXTERIOR: HOTH -- SNOWDRIFT -- DAWN


           Four snub-nosed armored snowspeeders race across the white

        landscape.


INTERIOR: SNOWSPEEDER COCKPIT


           There is only one pilot, Zev, in the enclosed two-man

        craft. He concentrates on the scopes which ring his cockpit.

        He hears a low beep from one of his monitors.


ZEV: (into transmitter) Echo Base...I've got something! Not much, but

it could be a life form.


EXTERIOR: HOTH -- SNOWDRIFT


           The small craft banks and makes a slow arc, then races off

        in a new direction.


INTERIOR: SNOWSPEEDER -- COCKPIT


           The pilot switches over to a new transmitter.


ZEV: (into transmitter) This is Rouge Two. this is Rouge Two. Captain

Solo, so you copy? Commander Skywalker, do you copy? This is Rouge

Two.


           There is a sharp crackle of static, then a faint voice.


HAN: (filtered over Zev's receiver) Good morning. Nice of you guys to

drop by.


ZEV: (switching transmitters) Echo Base...this is Rouge Two. I found

them. Repeat, I found them.


EXTERIOR: HOTH -- SNOWDRIFT -- DAY


           The small shelter Han set up is covered with snow on the

        windward side. A makeshift antenna rests gingerly on top the

        snowdrift. Han spots Zev's snowspeeder approaching in the

        distance, and begins waving his arms frantically at the tiny

        craft.


INTERIOR: REBEL BASE -- MEDICAL CENTER


           Strange robot surgeons adjust a mass of electronic

        equipment. A switch is thrown and a sudden blinding flash

        obscures Luke in a bacta tank filled with a thick, gelatinous

        slime. He begins to thrash about, raving in delirium.


INTERIOR: REBEL BASE -- MEDICAL CENTER -- RECOVERY ROOM


           Luke sits up in a recovery-room bed, weak but smiling. His

        face shows terrible wounds from the Wampa's attack. Threepio

        and Artoo enter the room.


THREEPIO: Master Luke, sir, it's good to see you fully functional

again.


           Artoo beeps his good wishes.


THREEPIO: Artoo expresses his relief, also.


           Han and Chewie make their entrance. The Wookiee growls a

        greeting.


HAN: How are you feeling, kid? You don't look so bad to me. In fact,

you look strong enough to pull the ears off a Gundark.


LUKE: Thanks to you.


HAN: That's two you owe me, junior.


           Han turns as Leia enters the room. He looks at her with a

        big, devilish grin.


HAN: Well your Worship, looks like you managed to keep me around for a

little while longer.


LEIA: (haughtily) I had nothing to do with it. General Rieekan thinks

it's dangerous for any ships to leave the system until we've activated

the energy shield.


HAN: That's a good story. I think you just can't bear to let a

gorgeous guy like me out of your sight.


LEIA: I don't know where you get you delusions, laser brain.


           Chewie is amused; he laughs in his manner. Han, enjoying

        himself, regards Chewie good-humoredly.


HAN: Laugh it up, fuzz ball. But you didn't see us alone in the south

passage.


           Luke sparks to this; he looks at Leia.


HAN: She expressed her true feelings for me.


           Leia is flushed, eyes darting between Luke and Han.


LEIA: My...! Why, you stuck up,...half-witted,...scruffy-looking...

nerf-herder!


HAN: Who's scruffy-looking? (to Luke) I must have hit her pretty close

to the mark to get her all riled up like that, huh, kid?


           Leia looks vulnerable for a moment, then the mask falls

        again, and she focuses on Luke.


LEIA: Why, I guess you don't know everything about women yet?


           With that she leans over and kisses Luke on the lips. Then

        she turns on her heel and walks out, leaving everyone in the

        room slightly dumbstruck. With some smugness, Luke puts his

        hands behind his head and grins.

           Suddenly, in the distance, the muffled sound of an alarm is

        heard.


ANNOUNCER: (over loudspeaker) Headquarters personnel, report to command

center.


           The voice repeats the order and Han, Chewie, Artoo, and

        Threepio hurry out of the room, bidding farewell to Luke.


HAN: Take it easy.


THREEPIO: Excuse us, please.


INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER


           Rieekan looks up grimly from a console screen. He calls

        over to Leia and Han.


RIEEKAN: Princess...we have a visitor.


           The group hurries over to Rieekan.


RIEEKAN: We've picked up something outside the base in zone twelve,

moving east.


SENIOR CONTROLLER: It's metal.


LEIA: Then it couldn't be one of those creatures that attacked Luke.


HAN: It could be a speeder, one of ours.


SENIOR CONTROLLER: No. Wait -- there's something very weak coming

through.


           Threepio steps up to the control panel and listens intently

        to the strange signal.


THREEPIO: Sir, I am fluent in six million forms of communication. This

signal is not used by the Alliance. It could be an Imperial code.


           The transmission ends in static.


HAN: It isn't friendly, whatever it is. Come on, Chewie, let's check

it out.


RIEEKAN: Send Rouges Ten and Eleven to station three-eight.


EXTERIOR: HOTH -- SNOW PLAIN -- DAY


           The dark probe robot moves past the smoldering ruins of

        station three-eight and down a ridge toward the Rebel base. It

        raises a large antenna from the top of its head and begins to

        send out a piercing signal.

           The probe droid has spotted Chewbacca who, not thirty feet

        away, has popped his head over a snow bank. Instantly, the

        probe robot swings around, its deadly ray ready to fire. But

        before it can get a shot off, it is hit from behind by a laser

        bolt, and explodes in a million pieces.

           Han Solo replaces his blaster in its holster and peers

        intently at the smoldering remains of the Imperial probe.


INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER


           Leia and Rieekan listen to Han on the comlink.


HAN: (over comlink) Afraid there's not much left.


LEIA: (into comlink) What was it?


HAN: (over comlink) Droid of some kind. I didn't hit it that hard. It

must have had a self-destruct.


LEIA: (into comlink) An Imperial probe droid.


HAN: (over comlink) It's a good bet the Empire knows we're here.


RIEEKAN: We'd better start the evacuation.


EXTERIOR: SPACE -- IMPERIAL FLEET


           Darth Vader's Star Destroyer, larger and more awesome than

        the five Imperial Star Destroyers that surround it, sits in

        the vastness of space. The six huge ships are surrounded by a

        convoy of smaller spacecraft. TIE fighters dart to and fro.


INTERIOR: DARTH VADER'S STAR DESTROYER -- BRIDGE -- MAIN CONTROL DECK


           Controllers working the vast complex of electronic controls

        hear ominous approaching footsteps and look up from their

        controls. The squat, evil-looking Admiral Ozzel and the young,

        powerfully built General Veers, who have been conferring near

        the front, also feel the approaching presence and turn toward

        it. Darth Vader, Lord of the Sith, enters like a chill wind.

        As Vader moves across the wide bridge, Captain Piett hurries

        up to Ozzel.


PIETT: Admiral.


OZZEL: Yes, Captain


PIETT: I think we've got something, sir. The report is only a fragment

had.


OZZEL: (irritated) We have thousands of probe droids searching the

galaxy. I want proof, not leads!


PIETT: The visuals indicate life readings.


OZZEL: It could mean anything. If we followed every lead...


PIETT: But, sir, the Hoth system is supposed to be devoid of human

forms.


           Vader moves to a large screen showing an image of the Rebel

        snow base. Rebel speeders can be seen approaching the base in

        the distance.


VADER: You found something?


PIETT: Yes, my lord.


VADER: (studying the image on the console screen) That's it. The

Rebels are there.


OZZEL: My lord, there are so many uncharted settlements. It could be

smugglers, it could be...


VADER: That is the system. And I'm sure Skywalker is with them. Set

your course for the Hoth system. General Veers, prepare you men.


INTERIOR: HOTH -- REBEL BASE -- TRANSPORT BAY


           A captain issues instructions to two of his men at the

        entrance to the main transport bay. Several Rebel transports

        behind them are being loaded by men carrying heavy boxes and

        moving quickly, but not in panic.


REBEL CAPTAIN: Groups seven and ten will stay behind to fly the

speeders. As soon as each transport is loaded, evacuation control will

give clearance for immediate launch.


REBEL FIGHTER: Right, sir.


INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR DECK


           Alarms sound. Troops, ground crews, and droids rush to

        their alert stations. Armored snowspeeders are lined up in

        attack formation near the main entrance.

           In the midst of all this activity, Han does some frantic

        welding on the lifters of the Millennium Falcon.

           Han finishes his work and hops down to the hangar floor. He

        pulls out his comlink, all the while eyeing problematic

        lifters.


HAN: (into comlink, to Chewie) Okay, that's it. Try it...Off! Turn it

off! Turn it off! Off!


           Smoke rises from a minor explosion on the lifter.

        Exasperated, Han surveys the new damage.


INTERIOR: REBEL BASE -- MEDICAL CENTER


           Luke dresses in readiness for the evacuation as his

        attending medical droid stands by.


MEDICAL DROID: Sir, it will take quite awhile to evacuate the T-forty-

sevens.


LUKE: Well, forget the heavy equipment. There's plenty of time to get

the smaller modules on the transports.


MEDICAL DROID: Take care, sir.


LUKE: Thanks.


INTERIOR: REBEL BASE -- MAIN HANGAR DECK


           Pilots, gunners, and R2 units scurry about. Luke, pulling

        on his heavy-weather jacket, is headed toward a row of armored

        speeders. He stops at the rear of the Millennium Falcon, where

        Han and Chewie are trying to repair the right lifter with even

        more haste than before.


LUKE: Chewie, take care of yourself, okay?


           As Luke pats Chewie on the arm, Chewie puts his arms around

        Luke and gives him a tight hug. Han is discussing the lifter

        with a repair droid when he sees Luke.


HAN: Hi, kid. (to droid) There's got to be a reason for it. Check it

at the other end. Wait a second. (to Luke) You all right?


LUKE: Yeah.


HAN: Be careful.


LUKE: You, too.


           Luke smiles, then waves at his friend and walks on. After a

        few steps, he stops and looks back. Han glances up and the two

        exchange a silent communication, each wishing the other

        safety, happiness -- many things, all difficult to verbalize.


INTERIOR: REBEL BASE -- CONTROL ROOM.


           Alarms sound throughout the hidden Rebel base. In the

        control room, a controller urgently gestures for General

        Rieekan to check a computer scan.


CONTROLLER: General, there's a fleet of Star Destroyers coming out of

hyperspace in sector four.


RIEEKAN: Reroute all power to the energy shield. We've got to hold

them till all transports are away. Prepare for ground assault.


           Rieekan exits hurriedly.


INTERIOR: VADER'S STAR DESTROYER -- VADER'S CHAMBER -- MEDITATION CUBICLE


           The dark cubicle is illuminated by a single shaft of light

        which falls on the brooding Dark Lord as he sits on a raised

        meditation cube. General Veers enters the room and approaches

        the silent, unmoving Vader. Although seemingly very sure of

        himself, Veers is still not bold enough to interrupt the

        meditating lord. The younger general stands quietly at

        attention until the evil presence speaks.


VADER: What is it, General?


VEERS: My lord, the fleet has moves out of light-speed. Com-Scan has

detected an energy field protecting an area around the sixth planet of

the Hoth system. The field is strong enough to deflect any

bombardment.


VADER: (angrily) The Rebels are alerted to our presence. Admiral Ozzel

came out of light-speed too close to the system.


VEERS: He felt surprise was wiser...


VADER: He is as clumsy as he is stupid. General, prepare your troops

for a surface attack.


VEERS: Yes, my lord.


           Veers turns smartly and leaves as Vader activates a large

        viewscreen showing the bridge of his mighty ship. Admiral

        Ozzel appears on the viewscreen, standing slightly in front of

        Captain Piett.


OZZEL: Lord Vader, the fleet has moved out of light-speed, and we're

preparing to...Aaagh!


VADER: You have failed me for the last time, Admiral. Captain Piett.


           Piett steps forward, as the admiral moves away, slightly

        confused, touching his throat as it begins to constrict

        painfully.


PIETT: Yes, my lord.


VADER: Make ready to land out troops beyond the energy shield and

deploy the fleet so that nothing gets off that system. You are in

command now, Admiral Piett.


PIETT: Thank you, Lord Vader.


           Piett's pleasure about his unexpected promotion is not an

        unmixed emotion. He glances warily at the struggling Admiral

        Ozzel who, with a final choke, stumbles and falls in a

        lifeless heap before him.


INTERIOR: REBEL BASE -- MAIN HANGAR DECK


           With a sense of urgency, Leia quickly briefs a group of

        pilots gathered in the center of the hangar.


LEIA: All troop carriers will assemble at the north entrance. The

heavy transport ships will leave as soon as they're loaded. Only two

fighter escorts per ship. The energy shield can only be opened for a

short time, so you'll have to stay very close to your transports.


HOBBIE: Two fighters against a Star Destroyer?


LEIA: The ion cannon will fire several shots to make sure that any

enemy ships will be out of your flight path. When you've gotten past

the energy shield, proceed directly to the rendezvous point.

Understood?


PILOTS: (in unison) Right. Okay.


LEIA: Good luck.


DERLIN: Okay. Everyone to your stations. Let's go!


           The pilots hurry away.


EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH -- DAY


           Rebel troops carry heavy bazooka-type weapons and position

        them along the snow trench. Men hurriedly respond to their

        officers' yelled orders and brace themselves against the

        rhythmic gusts of bitter-cold wind.

           Other troops load power packs into a gun turret and swing

        its guns into position.


EXTERIOR: HOTH -- ICE PLAIN -- POWER GENERATORS


           Near the base power generators, troops rush to set up their

        heavy battle equipment. Buzzing loudly, the generators send

        along, sparking fingers of energy into the bitter Hoth wind.


INTERIOR: REBEL BASE -- COMMAND CENTER


           The long line of Rebel controllers is tense, as are

        Princess Leia and General Rieekan, who are trying very hard

        not to show any fear.


RIEEKAN: Their primary target will be the power generators. Prepare to

open the shield.


EXTERIOR: ICE PLAIN


           The Rebel transport and two escort fighters begin their

        departure from the ice planet.


EXTERIOR: SPACE -- IMPERIAL STAR DESTROYER


           A huge Imperial Star Destroyer rest against a sea of stars,

        far above the white surface of the planet Hoth.


INTERIOR: IMPERIAL STAR DESTROYER -- BRIDGE


           An Imperial controller approaches his commander.


CONTROLLER: Sir, Rebel ships are coming into our sector.


CAPTAIN: Good. Our first catch of the day.


INTERIOR: REBEL BASE -- COMMAND CENTER


WOMAN CONTROLLER: Stand by, ion control....Fire!


EXTERIOR: REBEL BASE ICE CAVE -- ION CANNON


           The giant ball-shaped ion cannon rotates into position and

        blasts two red energy beams skyward.


EXTERIOR: SPACE -- HOTH -- REBEL TRANSPORT


           The Rebel transport and its escort race away from the white

        planet, closely followed by the two red energy beams.

           As the Rebel transport races toward the waiting Imperial

        Star Destroyer, it is overtaken by the two scarlet energy

        bolts. The Imperial Star Destroyer is hit in the conning tower

        by the powerful bolts, which set up fiery explosions on its

        metal hull.

           The big Star Destroyer veers, then spins wildly out of

        control. As the Imperial ship careers into deep space, the

        Rebel transport races away to safety.


INTERIOR: REBEL BASE -- MAIN HANGAR DECK


           Pilots, gunners, and troopers hurry to their stations and

        their vehicles.


ANNOUNCER: (over loudspeaker) The first transport is away.


          Everyone cheers at the announcement, which echoes through

        the hangar. Luke turns and walks on, heading toward his

        snowspeeder. His gunner, Dack, a fresh-faced, eager kid, is

        glad to see him. They climb in.


DACK: Feeling all right, sir?


LUKE: Just like new, Dack. How about you?


DACK: Right now I feel I could take on the whole Empire myself.


LUKE: (quietly, strapping in) I know what you mean.


EXTERIOR: HOTH -- ICE PLAIN


           A thin horizon line cuts across the bleak landscape. Small

        dot-size objects begin to appear on the horizon, moving in the

        direction of the Rebel base.


EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH


           A Rebel officer lifts a pair of electrobinoculars to his

        eyes. Through the lens he sees a very close view of a giant

        Imperial snow walker. He adjusts the view which then zooms

        back to reveal three more of the ominous battle machines.

        Small flashes of yellow fire billow from the guns of the

        lumbering snow walkers.

           The officer lowers his binoculars as the regular rhythmic

        pounding begins to make the ground vibrate. The pounding grows

        louder and is accompanied by a high-pitched, metallic

        rattling. The officer speaks into his comlink.


TRENCH OFFICER: Echo Station Three-T-Eight.


INTERIOR: REBEL BASE -- CORRIDOR


           Pilots and gunners race to their waiting snowspeeders. Ice

        and snow begin falling from the walls of the corridor, shaken

        by the pounding Imperial snow walker as they draw ever nearer.


TRENCH OFFICER: (over comlink) We have spotted Imperial walkers!


CONTROLLER: Imperial walkers on the north ridge.


EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH


           The Rebel troops aim their weapons at the horizon as

        explosions erupt all around them. They are nervous and their

        grip on their weapons tightens from the cold and from fear.

           Behind the troops a dozen snowspeeders race through the

        sky.


INTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT


LUKE: (into comlink) Echo station Five-Seven. We're on our way.


EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD


           The fleet of snowspeeders races above the ice field at full

        throttle. They accelerate away from the base and head toward

        the distant walkers.


INTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT


LUKE: (into comlink) All right, boys, keep tight now.


DACK: Luke, I have no approach vector. I'm not set.


LUKE: Steady, Dack. Attack pattern delta. Go now!


EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD


           The cannons mounted on the walker head fire at the

        speeders. Other walkers loom in the background. Two speeders

        race away past two of the enormous walkers and bank to the

        right.


INTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT


LUKE: All right, I'm coming in.


           He turns his speeder and heads directly at one of the

        walkers, flying toward its towering legs. The horizon twists

        as the speeder banks between the legs.


LUKE: (into comlink) Hobbie, you still with me?


EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD


           Two speeders race directly at the head of a walker, then

        split and fly past it.

           Three other walkers march onward, firing all cannons.


EXTERIOR: HOTH -- ICE PLAIN -- SNOWTRENCH


           Rebel troops fire on the approaching walkers, as the snow

        and ice explode all around them.


EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD


           A speeder banks through and away from the legs of a walker.

        Two other speeders pass the first speeder from the opposite

        direction. Other Rebel craft race just above the icy plain.

           A giant walker head swivels and fires, striking a

        snowspeeder and sending it crashing in a ball of flames.


INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT


           General Veers and two walker pilots keep a careful eye on

        the racing Rebel snowspeeders as they maneuver their lumbering

        war machine forward.

           Luke's speeder banks in from the side of Veers's walker and

        heads straight for its viewport, blasting away. An explosion

        hits the walker window, but dissipates, doing no harm. The

        speeder roars up and over the impregnable war machine.


INTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT


           Luke looks back at the walker as it grows smaller in the

        distance.


LUKE: That armor's too strong for blasters.


           On the horizon, another walker moves up past Luke's cockpit

        window, twisting out of sight as Luke banks and starts another

        run.


LUKE: (into comlink) Rouge Group, use your harpoons and tow cables. Go

for the legs. It might be our only chance of stopping them. (to Dack)

All right, stand by, Dack.


           Dack is at the gunner's controls.


DACK: Luke, we've got a malfunction in fire control. I'll have to cut

in the auxiliary.


LUKE: Just hang on. Hang on, Dack. Get ready to fire that tow cable.


           Barely keeping his seat in the tumbling ship, Dack struggles

        to set up his harpoon gun.

           Luke swings his speeder around and heads toward an oncoming

        walker. Laser bolts and flak fill the air, creating a deadly

        obstacle course for the tiny craft.


EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD


           Rouge Leader and another snowspeeder fly in tight formation

        toward the walker as explosions burst all around them.


INTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT


           After sustaining a heavy volley of fire, Luke turns around

        to see if Dack is all right.


LUKE: Dack? Dack!


           Dack is lost. Blood streams down his forehead, which

        rests on his smoldering controls. Out the back window, an

        Imperial walker recedes in the distance.


EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH AREA


           Rebel troops fire the dishlike ray gun while explosions

        erupt around them.


EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD


           Two walkers lumber toward the Rebel base as a speeder

        between them explodes in a ball of flames.


EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH


           The dislike ray gun is hit by a laser bolt and instantly

        explodes.


INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT


           Through the cockpit window, Veers and his pilot can see the

        Rebel power generators in the distance.

           A hologram of Darth Vader appears on a control panel

        screen.


VEERS: Yes, Lord Vader. I've reached the main power generator. The

shield will be down in moments. You may start your landing.


INTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT


LUKE: (into comlink) Rouge Three.


INTERIOR: WEDGE'S SNOWSPEEDER, ROUGE THREE -- COCKPIT


WEDGE: (into comlink) Copy, Rouge Leader


LUKE: (over comlink) Wedge, I've lost my gunner. You'll have to make

this shot. I'll cover for you. Set your harpoon. Follow me on the next

pass.


WEDGE: (into comlink) Coming around, Rouge Leader.


INTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT


LUKE: (into comlink) Steady, Rouge Two


EXTERIOR: HOTH -- BATTLEFIELD


           Wedge's speeder races through the legs of one of the

        monstrous walkers.


INTERIOR: WEDGE'S SNOWSPEEDER, ROUGE THREE -- COCKPIT


WEDGE: (to gunner) Activate harpoon.


           Wedge's gunner reaches for a firing switch to activate the

        harpoon. The harpoon flashes out, and speeds toward the

        receding legs of the walker.


EXTERIOR: HOTH -- BATTLEFIELD


           The harpoon hurtles toward the walker, In an instant it is

        embedded in one of the walker's legs.


INTERIOR: WEDGE'S SNOWSPEEDER, ROUGE THREE -- COCKPIT


WEDGE: (to gunner) Good shot, Janson.


EXTERIOR: HOTH -- BATTLEFIELD


           The speeder Rouge Three races around one of the giant

        walker's feet, trailing the cable behind it. Continuing around

        the back foot, Rouge Three then circles the walker around the

        tail end.


INTERIOR: WEDGE'S SNOWSPEEDER, ROUGE THREE -- COCKPIT


           Wedge checks his controls and banks around the front of the

        walker.


WEDGE: One more pass.


JANSON: Coming around. Once more.


EXTERIOR: HOTH -- BATTLEFIELD


           The speeder sweeps left to right in front of the giant

        legs, towing the cable behind it.


INTERIOR: WEDGE'S SNOWSPEEDER, ROUGE THREE -- COCKPIT


JANSON: One more.


           Wedge swings the speeder between the legs of the giant

        walker.


JANSON: Cable out! Let her go!


WEDGE: Detach cable.


EXTERIOR: WEDGE'S SNOWSPEEDER, ROUGE THREE


           The cable release on the back of the speeder snaps loose

        and the cable drops away.


INTERIOR: WEDGE'S SNOWSPEEDER, ROUGE THREE -- COCKPIT


JANSON: Cable detached.


EXTERIOR: HOTH -- BATTLEFIELD


           The speeder zooms away into the distance. The tangled legs

        of the enormous war machine attempt a step, but as they do the

        giant Imperial walker begins to topple. It teeters for a

        moment, and then crashes onto the icy ground, sending snow and

        metal pieces flying.


EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH


           The troops in the trenches cheer at the sight of the

        crashing walker.

           An officer gives a signal to his men and Rebel troops

        charge the fallen war machine.


TRENCH OFFICER: Come on!


           The troops run toward the downed walker, followed by two

        Rebel speeders flying overhead. Just as they reach the walker,

        it explodes, the impact throwing some of the men onto the

        frozen ground.


INTERIOR: WEDGE'S SNOWSPEEDER, ROUGE THREE -- COCKPIT


           Wedge lets out a triumphant yell, banking his speeder away

        from the fallen walker.


WEDGE: (into comlink) Whooha!! That got him!


INTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT


LUKE: (into comlink) I see it, Wedge. Good work.


INTERIOR: REBEL BASE -- COMMAND CENTER


           Large chunks of ice tumble into the command center as Leia

        and General Rieekan monitor computer screens.


RIEEKAN: I don't think we can protect two transports at a time.


LEIA: It's risky, but we can't hold out much longer. We have no

choice.


RIEEKAN: (into comlink) Launch patrols.


LEIA: (to an aide) Evacuate remaining ground staff.


INTERIOR: REBEL BASE -- MAIN HANGAR


           Muffled distant explosions create widening cracks in the

        ice roof of the hangar. Trying to ignore the noise and falling

        bits of snow, Han works on one of the Falcon's lifters while

        Chewie works on one of the wings. Noticing Chewie attach a

        wrong part, Han grows impatient.


HAN: No, no! No! This one goes there, that one goes there. right?


           In another area of the hangar, Threepio watches as Artoo is

        raised up into Luke's X-wing fighter.


THREEPIO: Artoo, you take good care of Master Luke now, understand?

And...do take care of yourself. Oh, dear, oh, dear.


EXTERIOR: HOTH -- BATTLEFIELD


           The fierce battle on the vast snow plains of Hoth rages on.

        The Imperial walkers continue their slow, steady assault on

        the Rebel base, firing lasers as they lumber ever onward. In

        the snow trench, Rebel troops fire large bazookalike guns and

        dishlike ray guns as explosions erupt around them. A gun tower

        is hit by a laser bolt and instantly explodes. Another blast

        destroys a ray gun.


INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT


           General Veers studies various readouts on his control

        panel.


VEERS: All troops will debark for ground assault. Prepare to target

the main generator.


EXTERIOR: HOTH -- BATTLEFIELD


           Luke's speeder and Rouge Two fly in formation, banking from

        right to left and flying above the erupting battlefield. Flak

        bursts all around them.


INTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT


           Luke, glancing over, sees Rouge Two on his left. His ship

        shudders as flak bursts nearby.


LUKE: (into comlink) Rouge Two, are you all right?


INTERIOR: ZEV'S SNOWSPEEDER, ROUGE TWO -- COCKPIT


ZEV: (into comlink) Yeah. I'm with you, Rouge Leader.


INTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT


LUKE: (into comlink) We'll set harpoon. I'll cover for you.


EXTERIOR: HOTH -- BATTLEFIELD


           The two speeders race across the horizon toward the giant

        walkers.


INTERIOR: ZEV'S SNOWSPEEDER, ROUGE TWO -- COCKPIT


ZEV: (into comlink) Coming around.


INTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT


LUKE: (into comlink) Watch that cross fire, boys.


INTERIOR: ZEV'S SNOWSPEEDER, ROUGE TWO -- COCKPIT


ZEV: (into comlink) Set for position three. (to gunner) Steady.


LUKE: (over comlink) Stay tight and low.


EXTERIOR: ZEV'S SNOWSPEEDER, ROUGE TWO


           Luke's speeder moves in formation with Rouge Two, when

        suddenly Zev's speeder is hit by a laser bolt. His ship bucks

        violently under the impact and the cockpit explodes in a ball

        of flame.

           Spewing smoke, the speeder hurtles toward a looming walker.

        Before they collide. Rouge Two explodes in a million flaming

        pieces.


INTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT


           Desperately, Luke works the controls of his flak-buffeted

        ship. Suddenly, the speeder is rocked by a huge explosion.

        Luke struggles with the controls with a look of terror on his

        face. The speeder fills with smoke, and electrical sparks jump

        about the cockpit.


LUKE: (into comlink) Hobbie, I've been hit!


INTERIOR: REBEL BASE -- COMMAND CENTER


           Apart from the distant thunder of laser blasts, the

        corridor is strangely quiet and empty. Running footsteps echo

        through the freezing hallway, then Han appears. Cracks have

        appeared in some of the walls and some pipes have broken,

        sending hot steam billowing into the underground hallways. Han

        hurries into the command center. It is a shambles, but some

        people are still at their posts. As he enters, a gigantic

        cave-in almost obliterates the room. He finds Leia and

        Threepio near one of the control boards.


HAN: You all right?


           Leia nods. She is surprised to see him.


LEIA: Why are you still here?


HAN: I heard the command center had been hit.


LEIA: You got your clearance to leave.


HAN: Don't worry. I'll leave. First I'm going to get you to your ship.


THREEPIO: Your Highness, we must take this last transport. It's our

only hope.


LEIA: (to controller) Send all troops in sector twelve to the south

slope to protect the fighters.


           A blast rocks the command center, throwing Threepio

        backward into Han's arms.


ANNOUNCER: (over loudspeaker) Imperial troops have entered the base.


HAN: Come on...that's it.


LEIA: (to head controller) Give the evacuation code signal. And get to

your transports!


           Leia looks exhausted. Han grabs her and starts to lead her

        out.

           As Han, Leia, and Threepio run out of the command center,

        the code signal can be heard echoing off the corridor walls.


HEAD CONTROLLER: K-one-zero...all troops disengage.


THREEPIO: (to Han and Leia) Oh! Wait for me!


EXTERIOR: BATTLEFIELD -- SNOW TRENCH


           Rebel troops retreat under the awesome Imperial onslaught.


OFFICER: Begin retreat!


SECOND OFFICER: Fall back!


           Troops flee from the battle, the ground exploding around

        them.


EXTERIOR: HOTH -- BATTLEFIELD


           Three of the giant walkers, firing lasers, advance toward

        the Rebel headquarters.


EXTERIOR: HOTH -- SNOW TRENCH


           Continuing their retreat, the Rebels see the walkers

        looming ever nearer.


EXTERIOR: HOTH -- BATTLEFIELD -- ICE PLAIN


           On the battlefield, Luke watches as a walker foot rises and

        moves over him. He looks up at the underbelly of the huge

        walker, passing overhead.

           Running beneath the monstrous machine, Luke fires his

        harpoon gun at the walker's underside. A thin cable follows

        the projectile from the gun. The magnetic head and cable

        attach firmly to the metal hull.

           Still running under the walker, Luke attaches the cable

        drum to his belt buckle. Soon he is pulled up the cable and

        hangs dangling underneath the walker.

           The walker's giant feet continue to pound onward across the

        frozen snow. Stray laser bolts whistle by Luke as he climbs up

        the cable to the walker's hull, reaching a small hatch.

        Hanging precariously, Luke cuts the solid metal hatch with his

        laser sword.

           He takes a landmine from around his neck and throws it

        inside the Imperial machine. Quickly, Luke starts down the

        cable and crashes onto the icy ground far below. He lies

        unconscious as a giant rear leg passes by -- and just misses 

        him.

           The giant walker stops in mid-step. A muffled explosion

        comes from within -- and then the walker's mechanical insides 

        are spewed out every conceivable opening. The machine sits

        dead in its tracks, smoking like a locomotive on stilts.


EXTERIOR: HOTH -- BATTLEFIELD


           Veers's walker continues to advance toward the Rebel base.

        The smoldering walker that Luke exploded stands smoking just

        to the right of Veers's path.


INTERIOR: IMPERIAL SNOW WALKER - COCKPIT


           Inside his walker, General Veers prepares to fire on the

        Rebel power generators.


VEERS: Distance to power generators?


PILOT: One-seven, decimal two-eight.


           Veers reaches for the electrorangefinder and lines up the

        main generator.


VEERS: Target. Maximum fire power.


EXTERIOR: HOTH -- BATTLEFIELD


           The Rebel troops continue their desperate retreat, pushed

        back by the relentless Imperial assault.


INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDORS


           With Threepio lagging behind, Han and Leia race through the

        crumbling ice corridors. Suddenly, there is an explosion. Han

        turns, grabs the princess, and pulls her to the wall as a

        tremendous cave-in blacks their path.

           He takes the comlink from his pocket.


HAN: (into comlink) Transport, this is Solo. Better take off -- I

can't get to you. I'll get the princess out on the Falcon.


           Han and Leia turn and race down the corridor.


THREEPIO: But...but...but...where are you going? Uh...come back!!


INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER


           Imperial troops have reached the base. As they push through

the blocked passageway, Darth Vader strides behind them.


INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR


           Han and Leia run toward the entrance of the main hangar

        where the Millennium Falcon is docked. Threepio still lags

        behind.


THREEPIO: Wait! Wait for me! Wait! Stop!


           The door to the hangar closes in his face.


THREEPIO: (exasperated) How typical.


           Quickly, the door reopens as Han reaches out and pulls the

        golden droid through.


HAN: Come on.


INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR


           Chewie paces under the shelter of the Millennium Falcon's

        landing gear. The giant Wookiee pats the underbelly of his

        beloved ship and barks a few reassuring words. As he searches

        worriedly for his captain, something at last catches his eye.

           Chewie lets out a relieved shriek at seeing Han and Leia

        running toward the ship. The Wookiee runs out into the

        falling ice, lets out a howl, then runs up the ship's ramp.

        Han and Leia run up the ramp after him, closely followed by

        Threepio.


HAN: Hurry up, goldenrod, or you're going to be a permanent resident!


THREEPIO: Wait! Wait!


INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR


           Imperial troops run through the base corridors. Vader

        surveys the place. A huge chunk falls, almost hitting him, but 

        he calmly, purposefully, continues around it.


INTERIOR: REBEL BASE -- MAIN HANGER -- MILLENNIUM FALCON


           A distant, huge, explosion rocks the hangar deck. Ice cakes

        come crashing down on the Millennium Falcon.


INTERIOR: MAIN HANGAR -- MILLENNIUM FALCON -- MAIN HOLD


           Han, standing before a control panel, is busy flipping

        switches as Chewie watches a troublesome gauge. A worried Leia

        observes their efforts.


HAN: (to Chewie) How's this?


           The Wookiee barks a negative reply.


LEIA: Would it helped if I got out and pushed?


HAN: It might.


           Threepio clanks into the hold.


THREEPIO: Captain Solo, Captain Solo...sir, might I suggest that

you...

        

           Han gives the gold robot a devastating look.


THREEPIO: It can wait.


INTERIOR: MAIN HANGAR -- MILLENNIUM FALCON -- COCKPIT


           They move to the cockpit where Han flips some more

        switches. Leia watches him, impatient, disbelieving.


LEIA: The bucket of bolts is never going to get us past that blockade.


HAN: This baby's got a few surprises left in her, sweetheart.


           Han and Leia look out the cockpit window and see a squad of

        stormtroopers rushing into the far side of the hangar.

           Quickly, Han straps himself into the pilot's seat and Leia

        into the navigator's chair.


INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR


           Stormtroopers hurriedly set up a large bazookalike weapon.

        Behind them the giant hangar doors open slowly.


EXTERIOR: MAIN HANGAR -- MILLENNIUM FALCON


           A laser gun appears on the Falcon and swings around to aim

        at the Imperial troops.

           The stormtroopers, preparing to fire their bazooka cannon,

        are hit by the Falcon's fire and are thrown about in all

        directions.


INTERIOR: MAIN HANGAR -- MILLENNIUM FALCON -- COCKPIT


           Chewie rushes into the cockpit.


HAN: Come on! Come on! Switch over. Let's hope we don't have a

burnout.


           A laser hits the window near Chewie as he is settling into

        his chair. Letting out a loud whelp, Chewie quickly pulls back

        on the controls and the first stage of engine fire can be

        heard. Han flashes a big grin at Leia.


HAN: See?


LEIA: Someday you're going to be wrong, and I hope I'm there to see it.


           Han looks at Chewie.


HAN: Punch it!


           The roar of the Falcon's main engines blasts out everything

        as the ice-cave wall rushes by outside the cockpit window.


INTERIOR: REBEL BASE -- MAIN HANGAR


           More stormtroopers run into the hangar, closely followed by

        Vader. Hearing the loud roar of the Millennium Falcon's

        engines, Vader looks toward the main hangar doors just in time

        to see the Falcon lift up and disappear outside the cave.


EXTERIOR: HOTH -- ICE SLOPE -- DAY


           Luke and two other pilots look up as the Millennium Falcon

        races above them, flying very close to the ground.

           The three pilots turn then, and trudge onward toward their

        X-wing fighters, each going to his own ship. Luke waves

        farewell, then heads toward his own fighter.

           Artoo, seated on his cubbyhole, chirps an excited greeting

        as Luke climbs aboard the spacecraft.


LUKE: Artoo! Get her ready for takeoff.


           From his ship, Luke sees Wedge in his own X-wing, preparing

        for takeoff.


WEDGE: Good luck, Luke. See you at the rendezvous.


           Luke smiles and nods at Wedge, then lowers himself into the

        cockpit of his X-wing while Artoo waits in the cubbyhole,

        beeping impatiently.


LUKE: Don't worry, Artoo. We're going, we're going.


           The canopy over the X-wing lowers and snaps shut.


EXTERIOR: SPACE -- LUKE'S X-WING


           Luke's fighter, its wings closed, speeds away from the icy

        planet. Soon it disappears into the stars.


INTERIOR: LUKE'S X-WING -- COCKPIT


           Luke, looking thoughtful, suddenly makes a decision. He

        flips several switches. The stars shift as he takes his

        fighter into a steep turn. The X-wing banks sharply and flies

        away in a new direction.

           The monitor screen on Luke's control panel prints out a

        question from the concerned Artoo.


LUKE: (into comlink) There's nothing wrong, Artoo. I'm just setting a

new course.


           Artoo beeps once again.


LUKE: (into comlink) We're not going to regroup with the others.


           Artoo begins a protest, whistling an unbelieving, "What?!"

           Luke reads Artoo's exclamation on his control panel.


LUKE: (into comlink) We're going to the Dagobah system.


           Luke checks his readouts and makes a few adjustments. He

        rides along with only the soft hum of the instruments to break

        the silence. Finally, Artoo chirps up.


LUKE: (into comlink) Yes, Artoo?


           Artoo utters a soft, carefully phrased steam of whistles.


LUKE: (into comlink, chuckling) That's all right. I'd like to keep it

on manual control for a while.


           The little droid lets out a defeated whimper. Luke smiles,

        and continues on his course.


EXTERIOR: SPACE -- MILLENNIUM FALCON


           The Millennium Falcon speeds away from Hoth, closely

        followed by one huge Star Destroyer and four tiny TIE

        fighters.

           As it is pursued, the Falcon races toward two very bright

        star-sized objects.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Inside the cockpit, Chewie lets out a loud howl. Han checks

        as the ship is buffeted by exploding flak. He appears to be

        doing six things at once.


HAN: (harried) I saw them! I saw them!


LEIA: Saw what?


HAN: Star Destroyers, two of them, coming right at us.


           Threepio bumps and bangs his way into the cockpit.


THREEPIO: Sir, sir! Might I suggest...


HAN: (to Leia) Shut him up or shut him down! (to Chewie) Check the

deflector shield!


           Chewie barks a reply as he readjusts an overhead switch.


HAN: Oh, great. Well, we can still outmaneuver them.


EXTERIOR: SPACE -- MILLENNIUM FALCON -- STAR DESTROYERS


           The Millennium Falcon races toward one of the huge oncoming

        Star Destroyers. Suddenly, the Falcon starts into a deep dive

        straight down, closely followed by four TIE fighters. The

        underside of the Star Destroyer continues on a collision

        course with two oncoming Star Destroyers. Slowly, it starts

        to veer to the left.


INTERIOR: STAR DESTROYER -- BRIDGE


           Out the front window, the two approaching Star Destroyers

        can be seen veering to the left.


IMPERIAL OFFICER: Take evasive action!


           Alarms sound all over the huge ship. The two other Star

        Destroyers get closer, one of them moving over the bridge so

        close that it makes brushing contact with it.


EXTERIOR: SPACE -- MILLENNIUM FALCON -- TIE FIGHTERS


           The Millennium Falcon races away from the colliding Star

        Destroyers, still followed by four TIE fighters. Laser bolts

        spark the pitch-black skies.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Things have calmed down a bit, but the race isn't over yet.

        Chewie barks at Han. Leia is still trying to recover from the

        steep dive. The ship is buffeted by laser blasts.


HAN: Prepare to make the jump to light-speed.


THREEPIO: But, sir!


           The buffeting of lasers becomes louder and stronger.


LEIA: They're getting closer!


HAN: (with a gleam in his eye) Oh yeah? Watch this.


           Expectantly, they look out the cockpit window as stars do

        not go into hyperspace, but just sit there.

           Han and Chewie look at each other and are thrown into an

        acute state of concern.


LEIA: Watch what?


           Han tries again. Still nothing.


HAN: I think we're in trouble.


THREEPIO: If I may say so, sir, I noticed earlier the hyperdrive

motivator has been damaged. It's impossible to go to light-speed!


HAN: We're in trouble!


           The explosions become heavier.


EXTERIOR: SPACE -- MILLENNIUM FALCON -- TIE FIGHTERS -- STAR DESTROYER


           The Falcon races into the starry vastness, followed by the

        four Imperial TIE fighters and an Imperial Star Destroyer.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Stars race by as flak bursts outside the Falcon's window.


INTERIOR: MILLENNIUM FALCON -- HOLD


           Han works furiously at some control panels while giving

        various orders to Chewie.


HAN: Horizontal boosters...!


           (Chewie barks)


HAN: Alluvial dampers...! Well that's not it.


           (Chewie barks)


HAN: Bring me the hydrospanners!


           Chewie hurries over to the pit and places the tools on the

        edge.


HAN: I don't know how we're going to get out of this one.


           Suddenly, a loud thump hits the side of the Falcon,

        causing it to lurch radically. Chewie barks. The tools fall

        into the pit on top of Han.


HAN: Oww! Chewie!


           More turbulence rocks the ship.


HAN: That was no laser blast! Something hit us.


LEIA: (over comlink) Han, get up here!


HAN: Come on, Chewie!


           Han climbs out of the hold like a shot. Both he and Chewie

        run out of the hold and toward the cockpit.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Out the front cockpit window, they see hundreds of

        asteroids racing by.


LEIA: Asteroids!


           Han changes places with Leia who has been at the controls,

        and Chewie gets into his chair. Han works his controls as a

        chunk of rock crosses in front of the ship.


HAN: Oh, no! Chewie, set two-seven-one.


LEIA: What are you doing? You're not actually going into an asteroid

field?


HAN: They'd be crazy to follow us, wouldn't they?


           Another asteroid thumps against the ship and Leia winces at

        the jolt.


LEIA: You don't have to do this to impress me.


THREEPIO: Sir, the possibility of successfully navigating an asteroid

field is approximately three thousand, seven hundred and twenty to one.


HAN: Never tell me the odds!


EXTERIOR: ASTEROID BELT -- MILLENNIUM FALCON


           The Falcon turns into the asteroid storm and as the ship

        completes its turn, asteroids start coming straight at the

        cockpit windows.

           A large asteroid tumbles away from the Falcon's path at top

        speed. Several smaller asteroids crash into the big one,

        creating small explosions on its surface. Other asteroids of

        all sizes pass by in every direction, some colliding and

        exploding. The tiny Millennium Falcon veers around the big

        asteroid and races past it through the rain of rocks, followed

        by four TIE fighters, which bob and weave around the

        asteroids.

           One of the pursuing TIE fighters connects with an asteroid

        and explodes. The other fighters are pelted with a steady

        stream of smaller explosions.

           Two huge asteroids tumble toward the Millennium Falcon,

        which quickly banks around both of them. The three TIE

        fighters follow in hot pursuit until one of the fighters

        scrapes an asteroid and tumbles out of control into deep

        space.


EXTERIOR: SPACE -- STAR DESTROYER -- ASTEROID BELT


           The massive Star Destroyer blasts oncoming asteroids as it

        follows the Falcon. Smaller asteroids explode across its vast

        surface.


EXTERIOR: MILLENNIUM FALCON -- TIE FIGHTERS -- ASTEROID BELT


           The Falcon twists on its side as it races around an

        oncoming asteroid. Two TIE fighters follow in the distance,

        coming from either side.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Asteroids race by the cockpit window as Han pilots his

        trusty craft through the dangerous field.

           Looking out the cockpit window, the Falcon crew sees a big

        asteroid drop past the window, narrowly missing their ship.

           Chewie barks in terror as a slightly smaller asteroid comes

        especially close -- to close -- and bounces off the Falcon

        with a loud crunch. Threepio's hands cover his eyes. He

        manages a short peek at the cockpit window. Princess Leia sits

        stone-faced, staring at the action. Han gives her a quick

        look.


HAN: You said you wanted to be around when I made a mistake; well,

this could be it, sweetheart.


LEIA: I take it back. We're going to get pulverized if we stay out

here much longer.


           The group watches as more asteroids race by outside the

        window.


HAN: I'm not going to argue with that.


THREEPIO: Pulverized?


HAN: I'm going in closer to one of the big ones.


LEIA: Closer?


THREEPIO: Closer?!


           Chewbacca barks the same word, only louder.


EXTERIOR: MILLENNIUM FALCON -- ASTEROID BELT


           The Millennium Falcon dives toward the surface of one of

        the moon-sized asteroids. There is a continued display of

        explosions against the starry void as smaller asteroids

        collide with larger chunks of rock. The two remaining TIE

        fighters follow the Falcon to the large asteroid. The Falcon

        skims the surface of the giant asteroid as, all the while,

        small asteroids explode on the surface of the ship.

           The TIE fighters approach the Falcon, but a giant asteroid

        hurtles directly into their path. As the asteroid continues on

        its way, it leaves remains of the two exploded TIE fighters to

        tumble into deep space.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Rattled by the violent rocking of the starship, Threepio is

        nearly in hysterics.


THREEPIO: Oh, this is suicide!


           Han notices something on his main scope and nudges his

        faithful Wookiee, pointing.


HAN: There. That looks pretty good.


LEIA: What looks pretty good?


HAN: Yeah. That'll do nicely.


THREEPIO: (to Leia) Excuse me, ma'am, but where are we going?


           Out the cockpit window, they see that they are skimming the

        surface of the enormous asteroid and nearing a large crater.


EXTERIOR: MILLENNIUM FALCON -- GIANT ASTEROID CRATER


           The Millennium Falcon dives into the huge crater and

        disappears.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


LEIA: I hope you know what you're doing.


HAN: Yeah, me too.


INTERIOR: GIANT ASTEROID CRATER


           The Falcon races down into the crater. The walls are barely

        visible as the ship speed through the tunnellike opening. A

        small cave appears on one side of the crater, and the Falcon

        turns, slows, and scoots into it.


EXTERIOR: SPACE -- LUKE'S X-WING


           The tiny X-wing speeds toward the cloud cover of Dagobah.

        Artoo, riding on the back of the fighter, turns his head back

        and forth with some anxiety.


INTERIOR: LUKE'S X-WING -- COCKPIT


           Luke watches Artoo's words as they are translated and

        screened on the computer scope.


LUKE: (into comlink) Yes, that's it. Dagobah.


           Artoo beeps a hopeful inquiry.


LUKE: (into comlink) No, I'm not going to change my mind about this.

(getting a little nervous) I'm not picking up any cities or

technology. Massive life-form readings, though. There's something

alive down there...


           Artoo beeps, this time a slightly worried question.


LUKE: (into comlink) Yes, I'm sure it's perfectly safe for droids.


EXTERIOR: SPACE -- DAGOBAH -- LUKE'S X-WING


           The X-wing continues its flight through the twilight above

        the cloud-covered planet.


INTERIOR: LUKE'S X-WING -- COCKPIT


           Luke sees the cloud race by as he takes his craft closer

        to the planet. He must operate his controls carefully since

        the cloud cover has completely obscured his vision. An alarm

        buzzes in the background, Artoo beeps and whistles

        frantically.


LUKE: (into comlink) I know, I know! All the scopes are dead. I can't

see a thing! Just hang on, I'm going to start the landing cycle...


           The blast of the retrorockets is deafening, drowning out

        Artoo's electronic squeals. Suddenly, there is a cracking

        sound as if limbs were being broken off trees and then a

        tremendous jolt as the spacecraft stops. Luke pulls a switch

        and his canopy pops open.


EXTERIOR: DAGOBAH -- DUSK


           The mist-shrouded X-wing fighter is almost invisible in the

        thick fog. Luke climbs out onto the long nose of the

        spacecraft as Artoo pops out of his cubbyhole on the back. The

        young warrior surveys the fog, which is barely pierced by the

        ship's landing lights. About all he can make out are some

        giant, twisted trees nearby. Artoo whistles anxiously.


LUKE: No, Artoo, you stay put. I'll have a look around.


           Artoo lets out a short beep. As Luke moves along the nose,

        Artoo loses his balance and disappears with a splash into the

        boggy lake.


LUKE: Artoo?


           Luke kneels and leans over the plane looking for Artoo, but

        the water is still and reveals no sign of the little droid.


LUKE: Artoo! Where are you?


           A small periscope breaks the surface of the water and a

        gurgly beep is heard. The periscope starts to move to shore.

        Relieved, Luke starts running along the nose of the fighter to

        its tip.


LUKE: Artoo! You be more careful.


           The outline of the shore is now more than ten feet away.

        Luke jumps off the plane into the water, scrambles up to the

        shore, and turns to look for Artoo. The periscope still

        steadily moves toward shore.


LUKE: Artoo -- that way!


           Suddenly, through the thick fog layer, a dark shape

        appears, moving toward the little droid. The dark, sinuous bog

        beast dives beneath the swampy water, making a loud clunk

        against Artoo's metal hull. The droid disappears from sight,

        uttering a pathetic electronic scream.

           Holding his ignited lightsaber before him, Luke wades a few

        feet into the murky pool, looking for any sign of his little

        friend.


LUKE: Artoo!


           The black surface is still as death itself...until a few

        bubbles begin to appear. Then, phheewaat!! The runt-size robot

        is spit out of the water, makes a graceful arc, and comes

        crashing down into a patch of soft gray moss.


LUKE: Oh, no! Are you all right? Come on. You're lucky you don't taste

very good. Anything broken?


           Luke helps Artoo to his feet and begins wiping the mud and

        roots from his round metal body. Artoo responds with feeble,

        soggy beeps.


LUKE: If you're saying coming here was a bad idea, I'm beginning to

agree with you. Oh, Artoo, what are we doing here? It's like...

something out of a dream, or, I don't know. Maybe I'm just going

crazy.


           As Luke glances around at the spooky swamp jungle that

        surrounds him, Artoo ejects a stream of muddy water from one

        of his cranial ports.


EXTERIOR: VADER'S STAR DESTROYER -- VADER'S CHAMBER


           Admiral Piett hesitates in the entryway to Vader's private

        cubicle. After a moment, he steps into the room and pauses at

        the surprising sight before him.

           Darth Vader, his back turned, is silhouetted in the gloom

        on the far side of the chamber. A black, insectlike droid

        attends him. Among the various apparatuses surrounding them, a

        respirator tube now retracts from Vader's uncovered head. The

        head is bald with a mass of ugly scar tissue covering it. The

        black droid then lowers the mask and helmet onto Vader's head.

        When it is in place, the Dark Lord turns to face Piett.


VADER: Yes, Admiral?


PIETT: Our ships have sighted the Millennium Falcon, lord. But...it

has entered an asteroid field and we cannot risk...


VADER: (interrupting) Asteroids do not concern me, Admiral. I want

that ship and not excuses.


PIETT: Yes, lord.


EXTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON


           The pirate starship rests in a dark, dripping asteroid

        cave. It is so dark that the cave's exact dimensions are

        impossible to determine.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Han and Chewie busily shut down the engine and all

        electronic systems. Threepio and Leia watch worriedly.


HAN: I'm going to shut down everything but the emergency power

systems. 


THREEPIO: Sir, I'm almost afraid to ask, but...does that include

shutting me down, too?


           Chewie barks "yes". But Han thinks otherwise.


HAN: No, I need you to talk to the Falcon, find out what's wrong with

the hyperdrive.


           Suddenly, the ship lurches, causing all the loose items in

        the cockpit to go flying. Chewie howls.


THREEPIO: Sir, it's quite possible this asteroid is not entirely

stable.


HAN: Not entirely stable? I'm glad you're here to tell us these

things.  Chewie, take the professor in the back and plug him into the

hyperdrive.


THREEPIO: Oh! Sometimes I just don't understand human behavior. After

all, I'm only trying to do my job in the most...


           The sliding door closes behind the indignant Threepio as

        Chewie and he move back to the hold. Suddenly, the ship

        lurches again, throwing Leia across the cabin into Han's arms.

        Then, abruptly, the motion stops as suddenly as it started.

        With some surprise, Han and Leia realize they are in each

        other's arms.


LEIA: Let go.


HAN: Sshh!


LEIA: Let go, please.


           Leia flushes, averting her eyes. She's not exactly fighting

        to get free. But, of course, Han blows it...


HAN: Don't get excited.


           The anger rises in Leia.


LEIA: Captain, being held by you isn't quite enough to get me excited.


HAN: Sorry, sweetheart. We haven't got time for anything else.


           Han grins quickly wickedly at Leia as he turns and exits

        through the door. Leia's confused emotions show clearly on her

        lovely face.


EXTERIOR: DAGOBAH -- BOG CLEARING -- DUSK


           The mist has dispersed a bit, but it is still a very

        gloomy-looking swamp.

           Luke pulls an equipment box from the shore to the clearing.

        He ignites a little fusion furnace and warms his hands before

        it. Taking a power cable, he plugs it into Artoo's noselike

        socket.


LUKE: Ready for some power? Okay. Let's see now. Put that in there.

There you go.


           The droid whistles his appreciation. Luke then opens a

        container of processed food and sits before the thermal

        heater.


LUKE: (sighs) Now all I have to do is find this Yoda...if he even

exists.


           Nervously, he looks around at the foreboding jungle.


LUKE: Still...there's something familiar about this place. I feel

like...I don't know...


STRANGE VOICE: Feel like what?


           Luke jumps out of his skin. Artoo screeches in terror. The

        young warrior grabs for his lightsaber as he spins around,

        looking for the speaker. Mysteriously standing right in front

        of Luke is a strange, bluish creature, not more than two feet

        tall. The wizened little thing is dressed in rags. It motions

        toward Luke's sword.


LUKE: (looking at the creature) Like we're being watched!


CREATURE: Away with your weapon! I mean you no harm.


           After some hesitation, Luke puts away his weapon, although

        he really doesn't understand why. Artoo watches with interest.


CREATURE: I am wondering, why are you here?


LUKE: I'm looking for someone.


CREATURE: Looking? Found someone, you have, I would say, hmmm?


           The little creature laughs.


LUKE: (Trying to keep from smiling) Right.


CREATURE: Help you I can. Yes, mmmm.


LUKE: I don't think so. I'm looking for a great warrior.


CREATURE: Ahhh! A great warrior. (laughs and shakes his head) Wars not

make one great.


           With the aid of a walking stick, the tiny stranger moves

        over to one of the cases of supplies. He begins to rummage

        around.

           Artoo moves to the edge of the case -- standing almost eye

        level to the creature who is carelessly handling the supplies

        -- and squeaks his disapproval.

           Their tiny visitor pick up the container of food Luke was

        eating from and takes a bite.


LUKE: Put that down. Hey! That's my dinner.


           The creature spits out the bite he has taken. He makes a

        face.


CREATURE: How you get so big, eating food of this kind?


           He flips the container in Luke's direction and reaches into

        one of Luke's supply cases.


LUKE: Listen, friend, we didn't mean to land in that puddle, and if we

could get our ship out, we would, but we can't, so why don't you

just...


CREATURE: (teasing) Aww, cannot get your ship out?


           The creature spots something of interest in Luke's case.

        Luke loses patience and grabs the case away. The creature

        retains his prize -- a tiny power lamp -- and examines it with

        delight.


LUKE: Hey, you could have broken this. Don't do that. Ohhh...you're

making a mess. Hey, give me that!


CREATURE: (retreating with the lamp) Mine! Or I will help you not.


           Clutching its treasure, the creature backs away from Luke,

        drawing closer to Artoo. As Luke and the creature argue, one

        of Artoo's little arms slowly moves out toward the power lamp,

        completely unnoticed by the creature.


LUKE: I don't want your help. I want my lamp back. I'll need it to get

out of this slimy mudhole.


CREATURE: Mudhole? Slimy? My home this is.


           Artoo grabs hold of the lamp and the two little figures are

        immediately engaged in a tug-of-war over it.

           Artoo beeps a few angry, "Give me thats."


CREATURE: Ah, ah, ah!


LUKE: Oh, Artoo, let him have it.


CREATURE: Mine! Mine!


LUKE: Artoo!


CREATURE: Mine!


           The creature lets go with one hand and pokes Artoo lightly

        with one finger. Artoo reacts with a startled squeal, and lets

        go.


CREATURE: Mine!


LUKE: (fed up) Now will you move along, little fella? We're got a lot

of work to do.


CREATURE: No! No, no! Stay and help you, I will. (laughs) Find your

friend, hmm?


LUKE: I'm not looking for a friend, I'm looking for a Jedi Master.


CREATURE: Oohhh. Jedi Master. Yoda. You seek Yoda.


LUKE: You know him?


CREATURE: Mmm. Take you to him, I will. (laughs) Yes, yes. But now, we

must eat. Come. Good food. Come.


           With that, the creature scurries out of the clearing,

        laughing merrily. Luke stares after him. All he sees is the

        faint light from the small power lamp moving through the fog.

        Luke makes his decision and starts after the creature.


CREATURE: (in the distance) Come, come.


           Artoo, very upset, whistles a blue streak of protest.


LUKE: Stay here and watch after the camp, Artoo.


           Artoo beeps even more frantically. But as Luke disappears

        from view, the worried little droid grows quieter, and utters

        a soft electronic sigh.


INTERIOR: MILLENNIUM FALCON -- MAIN HOLD AREA


           Threepio whistles and beeps a strange dialect into the

        control panel in front of him. The control panel whistles back

        a few mystifying beeps.


THREEPIO: Oh, where is Artoo when I need him?


           Han enters the hold area and kneels on the floor near the

        control box.


THREEPIO: Sir, I don't know where your ship learned to communicate,

but it has the most peculiar dialect. I believe, sir, it says that the

power coupling on the negative axis has been polarized. I'm afraid

you'll have to replace it.


HAN: Well, of course I'll have to replace it.


           He hands a wire coil up to Chewie who is working near the

        ceiling.


HAN: Here! And Chewie...


           Chewie brings his head back through the trap door in the

        ceiling and whines. Han glances back at Threepio, then speaks

        quietly to Chewie so only he can hear.


HAN: (continued)...I think we'd better replace the negative power

coupling.


           Leia finishes welding the valves she has been working on

        and attempts to reengage the system by pulling a lever

        attached to the valve. It doesn't budge. Han notices her

        struggle, and moves to help her. She rebuffs him.


HAN: Hey, Your Worship, I'm only trying to help.


LEIA: (still struggling) Would you please stop calling me that?


           Han hears a new tone in her voice. He watches her pull on

        the lever.


HAN: Sure, Leia.


LEIA: Oh, you make it so difficult sometimes.


HAN: I do, I really do. You could be a little nicer, though. (he

watches her reaction) Come on, admit it. Sometimes you think I'm all

right.


           She lets go of the lever and rubs her sore hand.


LEIA: Occasionally (a little smile, haltingly) maybe...when you aren't

acting like a scoundrel.


HAN: (laughs) Scoundrel? Scoundrel? I like the sound of that.


           With that, Han takes her hand and starts to massage it.


LEIA: Stop that.


HAN: Stop what?


           Leia is flushes, confused.


LEIA: Stop that! My hands are dirty.


HAN: My hands are dirty, too. What are you afraid of?


LEIA: (looking right into his eyes) Afraid?


           Han looks at her with a piercing look. He's never looked

        more handsome, more dashing, more confident. He reaches out

        slowly and takes Leia's hand again from where it is resting

        on a console. He draws it toward him.


HAN: You're trembling.


LEIA: I'm not trembling.


           Then with an irresistible combination of physical strength

        and emotional power, the space pirate begins to draw Leia

        toward him...very slowly.


HAN: You like me because I'm a scoundrel. There aren't enough

scoundrels in your life.


           Leia is now very close to Han and as she speaks, her voice

        becomes an excited whisper, a tone completely in opposition to

        her words.


LEIA: I happen to like nice men.


HAN: I'm a nice man.


LEIA: No, you're not. You're...


           He kisses her now, with slow, hot lips. He takes his time,

        as though he had forever, bending her body backward. She has

        never been kissed like this before, and it almost makes her

        faint. When he stops, she regains her breath and tries to work

        up some indignation, but finds it hard to talk.

           Suddenly, Threepio appears in the doorway, speaking

        excitedly.


THREEPIO: Sir, sir! I've isolated the reverse power flux coupling.


           Han turns slowly, icily, from their embrace.


HAN: Thank you. Thank you very much.


THREEPIO: Oh, you're perfectly welcome, sir.


           The moment spoiled, Han marches out after Threepio.


EXTERIOR: SPACE -- ASTEROID FIELD


           The Imperial fleet moves through the asteroid-filled void,

        intently seeking its prey.


INTERIOR: VADER'S STAR DESTROYER -- BRIDGE


           Asteroids collide, creating a fireworks display outside the

        bridge window. Darth Vader stands, staring out the window

        above the control deck. Then slowly turns toward the bridge.

        Before him are the hologram images of twenty battleship

        commanders. One of these images, the commander of a ship that

        has just exploded, is fading away quickly. Another image, in

        the center and a little apart from the others, is faded and

        continually disrupted by static. It is the image of Captain

        Needa, commander of the Star Destroyer most hotly on the tail

        of the Millennium Falcon. Admiral Piett and an aide stand

        behind the Dark Lord.


NEEDA: (in hologram)...and that, Lord Vader, was the last time they

appeared in any of our scopes. Considering the amount of damage we've

sustained, they must have been destroyed.


VADER: No, Captain, they're alive. I want every ship available to

sweep the asteroid field until they are found.


           The Imperial star captains fade out one by one as Vader

        turns to Admiral Piett.


PIETT: Lord Vader.


VADER: Yes, Admiral, what is it?


           The admiral is scared, his face white as a sheet.


PIETT: The Emperor commands you make contact with him.


VADER: Move the ship out of the asteroid field so that we can send a

clear transmission.


PIETT: Yes, my lord.


EXTERIOR: ASTEROID FIELD -- VADER'S STAR DESTROYER


           Vader's Imperial Star Destroyer moves against the vast sea

        of stars away from the rest of the fleet.


INTERIOR: VADER'S STAR DESTROYER -- VADER'S CHAMBER


           The Dark Lord, Darth Vader, is alone in his chamber. A

        strange sound enters the room and a light begins to play

        across Vader's black figure. He looks up and bows quickly.

           A twelve-foot hologram of the Galactic Emperor materializes

        before Vader. The Emperor's dark robes and monk's hood are

        reminiscent of the cloak worn by Ben Kenobi. His voice is even

        deeper and more frightening than Vader's.


VADER: What is thy bidding, my master?


EMPEROR: There is a great disturbance in the Force.


VADER: I have felt it.


EMPEROR: We have a new enemy -- Luke Skywalker.


VADER: Yes, my master.


EMPEROR: He could destroy us.


VADER: He's just a boy. Obi-Wan can no longer help him.


EMPEROR: The Force is strong with him. The son of Skywalker must not

become a Jedi.


VADER: If he could be turned, he would become a powerful ally.


EMPEROR: Yes. Yes. He would be a great asset. Can it be done?


VADER: He will join us or die, my master.


           Vader kneels. The supreme Emperor passes a hand over the

        crouched Lord of the Sith and fades away.


EXTERIOR: DAGOBAH -- CREATURE'S HOUSE -- NIGHT


           A heavy downpour of rain pounds through the gnarled trees.

        A strange baroque mud house sits on a moss-covered knoll on

        the edge of a small lagoon. The small, gnomish structure

        radiates a warm glow from its thick glass windows. As rain

        tap-dances a merry tune on Artoo's head, the stubby little

        droid rises up on his tip-toes to peek into one of the glowing

        portals.


INTERIOR: CREATURE'S HOUSE


           Artoo, peeking in the window, sees the inside of the house

        -- a very plain, but cozy dwelling. Everything is in the same

        small scale as the creature. The only thing out of place in

        the miniature room is Luke, whose height makes the four-foot

        ceiling seem even lower. He sits cross-legged on the floor of

        the living room.

           The creature is in an adjoining area -- his little kitchen

        -- cooking up an incredible meal. The stove is a steaming

        hodgepodge of pots and pans. The wizened little host scurries

        about chopping this, shredding that, and showering everything

        with exotic herbs and spices. He rushes back and forth putting

        platters on the table in front of Luke, who watches the

        creature impatiently.


LUKE: Look, I'm sure it's delicious. I just don't understand why we

can't see Yoda now.


CREATURE: Patience! For the Jedi it is time to eat as well. Eat, eat.

Hot. Good food, hm? Good, hmm?


           Moving with some difficulty in the cramped quarters, Luke

        sits down near the fire and serves himself from the pot.

        Tasting the unfamiliar concoction, he is pleasantly surprised.


LUKE: How far away is Yoda? Will it take us long to get there?


CREATURE: Not far. Yoda not far. Patience. Soon you will be with him.

(tasting food from the pot) Rootleaf, I cook. Why wish you become

Jedi? Hm?


LUKE: Mostly because of my father, I guess.


CREATURE: Ah, your father. Powerful Jedi was he, powerful Jedi, mmm.


LUKE: (a little angry) Oh, come on. How could you know my father? You

don't even know who I am. (fed up) Oh, I don't even know what I'm

doing here. We're wasting our time.


           The creature turns away from Luke and speaks to a third

        party.


CREATURE: (irritated) I cannot teach him. The boy has no patience.


           Luke's head spins in the direction the creature faces. But

        there is no one there. The boy is bewildered, but it gradually

        dawns on him that the little creature is Yoda, the Jedi

        Master, and that he is speaking with Ben.


BEN'S VOICE: He will learn patience.


YODA: Hmmm. Much anger in him, like his father.


BEN'S VOICE: Was I any different when you taught me?


YODA: Hah. He is not ready.


LUKE: Yoda! I am ready. I...Ben! I can be a Jedi. Ben, tell him I'm

ready.


           Trying to see Ben, Luke starts to get up but hits his head

        on the low ceiling.


YODA: Ready, are you? What know you of ready? For eight hundred years

have I trained Jedi. My own counsel will I keep on who is to be

trained! A Jedi must have the deepest commitment, the most serious

mind. (to the invisible Ben, indicating Luke) This one a long time

have I watched. Never his mind on where he was. Hmm? What he was

doing. Hmph. Adventure. Heh! Excitement. Heh! A Jedi craves not these

things. (turning to Luke) You are reckless!


           Luke looks down. He knows it is true.


BEN'S VOICE: So was I, if you'll remember.


YODA: He is too old. Yes, too old to begin the training.


           Luke thinks he detects a subtle softening in Yoda's voice.


LUKE: But I've learned so much.


           Yoda turns his piercing gaze on Luke, as though the Jedi

        Master's huge eyes could somehow determine how much the boy

        had learned. After a long moment, the little Jedi turns toward

        where he alone sees Ben.


YODA: (sighs) Will he finished what he begins?


LUKE: I won't fail you -- I'm not afraid.


YODA: (turns slowly toward him) Oh, you will be. You will be.


EXTERIOR: SPACE -- STAR DESTROYERS -- ASTEROID FIELD


           The Imperial fleet around Vader's ship is surrounded by the

        asteroid storm. Asteroids big and small pelt the vast

        exteriors of the menacing ships. One of the smaller Imperial

        vessels is hit by a huge asteroid and explodes in a brilliant

        flash of light.


INTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON -- COCKPIT


           The cockpit is quiet and lit only by the indicator lights

        on the control panel. Princess Leia sits in the pilot's seat.

        She runs her hand across the control panel as she thinks of

        Han and the confusion he has created within her. Suddenly,

        something outside the cockpit window catches her eye. The

        reflection of the panel lights obscures her vision until a

        soft suctionlike cup attaches itself to the windscreen. Leia

        moves closer to see what it might be. Large, yellow eyes flash

        open and stare back at her. Startled, she jumps back into her

        seat, her heart pounding. There is a scurry of feet and a loud

        screech, and in an instant the eyes are gone. The young

        princess catches her breath, jumps out of her chair, and races

        from the cockpit.


INTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON -- HOLD AREA


           The lights go bright for a second then out again. Threepio

        and Chewbacca watch as Han finishes with some wires.


THREEPIO: Sir, if I may venture an opinion...


HAN: I'm not really interested in your opinion, Threepio.


           Leia rushes into the cabin just as Han drops the final

        floor panel into place.


LEIA: (out of breath) There's something out there.


HAN: Where?


LEIA: Outside, in the cave.


           As she speaks, there comes a sharp banging on the hull.

        Chewie looks up and barks anxiously.


THREEPIO: There it is. Listen! Listen!


HAN: I'm going out there.


LEIA: Are you crazy?!


HAN: I just got this bucket back together. I'm not going to let

something tear it apart.


           He and Chewie grab their breath masks off a rack and hurry

        out. Leia follows.


LEIA: Then I'm going with you.


THREEPIO: I think it might be better if I stay here and guard the

ship. (hears another mysterious noise) Oh, no.


EXTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON


           It is very dark inside the huge asteroid cave, too dark to

        see what is attacking the ship.

           Leia stamps her foot on the floor of the cave.


LEIA: This ground sure feels strange. It doesn't feel like rock at

all.


           Han kneels and studies the ground, then attempts to study

        the outline of the cave.


HAN: There's an awful lot of moisture in here.


LEIA: I don't know. I have a bad feeling about this.


HAN: Yeah.


           Chewie barks through his face mask, and points toward the

        ship's cockpit. A five-foot-long shape can be seen moving

        across the top of the Falcon. The leathery creature lets out a

        screech as Han blasts it with a laser bolt.


HAN: (to Leia) Watch out!


           The black shape tumbles off the spaceship and onto the

        ground in front of the princess. Han bends down to investigate

        the dead creature.


HAN: Yeah, that's what I thought. Mynock. Chewie, check the rest of

the ship, make sure there aren't any more attached. They're chewing on

the power cables.


LEIA: Mynocks?


HAN: Go on inside. We'll clean them off if there are any more.


           Just then, a swarm of the ugly creatures swoops through the

        air. Leia puts her arms over her head to protect herself as

        she runs toward the ship. Chewie shoos another Mynock away

        with his blaster. Several of the batlike creatures flap their

        wings loudly against the cockpit window of the Falcon. Inside,

        Threepio shudders at their presence.


THREEPIO: Ohhh! Go away! Go away! Beastly thing. Shoo! Shoo!


           Han looks around the strange, dripping cave.


HAN: Wait a minute...


           He unholsters his blaster and fires at the far side of the

        huge cave. The cavern begins to shake and the ground starts to

        buckle.

           Chewie barks and moves for the ship, followed closely by

        Leia and Han. The large wings of the Mynocks flap past them as

        they protect their faces and run up the platform.


INTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON -- ENTRY AREA


           As soon as Han and Leia are on board, Chewie closes the

        main hatch. The ship continues to shake and heave.


HAN: All right, Chewie, let's get out of here!


           The Wookiee heads for the cockpit as Han, followed by

        Threepio, rushes to the hold area and checks the scopes on the

        control panel. Leia hurries after.


LEIA: The Empire is still out there. I don't think it's wise to...


           Han rushes past her and heads for the cockpit.


HAN: (interrupting) No time to discuss this as a committee.


           And with that he is gone. The main engines of the Falcon

        begin to whine. Leia races after him, bouncing around in the

        shaking ship.


LEIA: (angry) I am not a committee!


INTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON -- COCKPIT


           Han is already in the pilot's seat pulling back on the

        throttle. The cave-quake has greatly diminished.


LEIA: You can't make the jump to light-speed in this asteroid field...


HAN: Sit down, sweetheart. We're taking off!


           As the ship begins to move forward, Chewie barks. He

        notices something out the window ahead. Threepio sees it too.


THREEPIO: Look!


HAN: I see it, I see it.


           Suddenly, a row of jagged white stalagmites and stalactites

        can be seen surrounding the entrance. And as the Falcon moves

        forward, the entrance to the cave grows ever smaller. Han

        pulls hard on the throttle, sending his ship surging forward.


THREEPIO: We're doomed!


LEIA: The cave is collapsing.


HAN: This is no cave.


LEIA: What?


           Leia's mouth drops open . She sees that the rocks of the

        cave entrance are not rocks at all, but giant teeth, quickly

        closing around the tiny ship. Chewie howls.


INTERIOR: SPACE SLUG MOUTH


           The Millennium Falcon, zooming through the monster's mouth,

        rolls on its side and barely makes it between two of the

        gigantic white teeth before the huge jaws slams closed.


EXTERIOR: CAVE ENTRANCE -- GIANT ASTEROID


           The enormous space slug moves its head out of the cave as

        the Falcon flies out of its mouth. The monster tilts its head,

        watching the starship fly away.


EXTERIOR: MILLENNIUM FALCON -- GIANT ASTEROID


           The Falcon races out of the asteroid crater and into the

        deadly rain of the asteroid storm.


EXTERIOR: DAGOBAH -- DAY


           With Yoda strapped to his back, Luke climbs up one of the

        many thick vines that grow in the swamp. Panting heavily, he

        continues his course -- climbing, flipping through the air,

        jumping over roots, and racing in and out of the heavy ground

        fog.


YODA: Run! Yes. A Jedi's strength flows from the Force. But beware of

the dark side. Anger...fear...aggression. The dark side of the Force

are they. Easily they flow, quick to join you in a fight. If once you

start down the dark path, forever will it dominate your destiny,

consume you it will, as it did Obi-Wan's apprentice.


LUKE: Vader. Is the dark side stronger?


YODA: No...no...no. Quicker, easier, more seductive.


LUKE: But how am I to know the good side from the bad?


YODA: You will know. When you are calm, at peace. Passive. A Jedi uses

the Force for knowledge and defense, never for attack.


LUKE: But tell me why I can't...


YODA: (interrupting) No, no, there is no why. Nothing more will I

teach you today. Clear your mind of questions. Mmm. Mmmmmm.


           Artoo beeps in the distance as Luke lets Yoda down to the

        ground. Breathing heavily, he takes his shirt from a nearby

        tree branch and pulls it on.

           He turns to see a huge, dead, black tree, its base

        surrounded by a few feet of water. Giant, twisted roots form a

        dark and sinister cave on one side. Luke stares at the tree,

        trembling.


LUKE: There's something not right here.


           Yoda sits on a large root, poking his Gimer Stick into the

        dirt.


LUKE: I feel cold, death.


YODA: That place...is strong with the dark side of the Force. A domain

of evil it is. In you must go.


LUKE: What's in there?


YODA: Only what you take with you.


           Luke looks warily between the tree and Yoda. He starts to

        strap on his weapon belt.


YODA: Your weapons...you will not need them.


           Luke gives the tree a long look, than shakes his head "no."

        Yoda shrugs. Luke reaches up to brush aside some hanging vines

        and enters the tree.


INTERIOR: DAGOBAH -- TREE CAVE


           Luke moves into the almost total darkness of the wet and

        slimy cave. The youth can barely make out the edge of the

        passage. Holding his lit saber before him, he sees a lizard

        crawling up the side of the cave and a snake wrapped around

        the branches of a tree. Luke draws a deep breath, then pushes

        deeper into the cave.

           The space widens around him, but he feels that rather than

        sees it. His sword casts the only light as he peers into the

        darkness. It is very quiet here.

           Then, a loud hiss! Darth Vader appears across the

        blackness, illuminated by his own just-ignited laser sword.

        Immediately, he charges Luke, saber held high. He is upon the

        youth in seconds, but Luke sidesteps perfectly and slashes at

        Vader with his sword.

           Vader is decapitated. His helmet-encased head flies from

        his shoulders as his body disappears into the darkness. The

        metallic banging of the helmet fills the cave as Vader's head

        spins and bounces, smashes on the floor, and finally stops.

        For an instant it rests on the floor, then it cracks

        vertically. The black helmet and breath mask fall away to

        reveal...Luke's head.

           Across the space, the standing Luke gasps at the sight,

        wide-eyed in terror.

           The decapitated head fades away, as in a vision.


EXTERIOR: DAGOBAH -- CAVE -- DUSK


           Meanwhile, Yoda sits on the root, calmly leaning on his

        Gimer Stick.


EXTERIOR: SPACE -- VADER'S STAR DESTROYER


           Vader's Imperial Star Destroyer moves through space,

        guarded by its convoy of TIE fighters.


INTERIOR: VADER'S STAR DESTROYER -- BRIDGE -- CONTROL DECK


           Vader stands in the back control area of his ship's bridge

        with a motley group of men and creatures. Admiral Piett and

        two controllers stand at the front of the bridge and watch the

        group with scorn.


PIETT: Bounty hunters. We don't need that scum.


FIRST CONTROLLER: Yes, sir.


PIETT: Those Rebels won't escape us.


           A second controller interrupts.


SECOND CONTROLLER: Sir, we have a priority signal from the Star

Destroyer Avenger.


PIETT: Right.


           The group standing before Vader is a bizarre array of

        galactic fortune hunters: There is Bossk, a slimy, tentacled

        monster with two huge, bloodshot eyes in a soft baggy face;

        Zuckuss and Dengar, two battle-scarred, mangy human types;

        IG-88, a battered, tarnished chrome war droid; and Boba Fett,

        a man in a weapon-covered armored space suit.


VADER: ...there will be a substantial reward for the one who finds

the Millennium Falcon. You are free to use any methods necessary, but

I want them alive. No disintegrations.


BOBA FETT: As you wish.


           At that moment, Admiral Piett approaches Vader in a rush of

        excitement.


PIETT: Lord Vader! My lord, we have them.


EXTERIOR: IMPERIAL STAR DESTROYER, AVENGER -- ASTEROID BELT


           The Millennium Falcon speeds through deep space, closely

        followed by a firing Imperial Star Destroyer. A large asteroid

        about the same size as the Falcon tumbles rapidly toward the

        starship. The tiny Falcon banks to avoid the giant asteroid as

        smaller rocks pelt its surface. Then the small craft roars

        under the asteroid which explodes harmlessly on the hull of

        the vast Star Destroyer.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           The ship shudders as flak explodes near the cockpit window.

        Threepio checks a tracking scope an the side control panel

        while Leia watches tensely out the window.


THREEPIO: Oh, thank goodness we're coming out of the asteroid field.


           Chewie barks excitedly as the rain of asteroids begins to

        subside. A bolt from the Star Destroyer sets up a fiery

        explosion on the back side of the Falcon, causing it to lurch

        to one side.


EXTERIOR: MILLENNIUM FALCON -- STAR DESTROYER, AVENGER -- ASTEROID FIELD


           The Falcon is hit hard by another bolt from the Star

        Destroyer which creates a huge explosion near the cockpit of

        the smaller ship. The Falcon tilts steeply, then rights

        itself.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Han corrects the angle of his ship.


HAN: Let's get out of here. Ready for light-speed? One...two...three!


           Han pulls back on the hyperspace throttle and -- nothing

        happens. Flak bursts continue to rock the ship.


HAN: (frantic) It's not fair!


           Chewie is very angry and starts to growl and bark at his

        friend and captain. Again, Han desperately pulls back on the

        throttle.


HAN: The transfer circuits are working. It's not my fault!


           Chewie puts his head in his hands, whining.


LEIA: (almost expecting it) No light-speed?


HAN: It's not my fault.


THREEPIO: Sir, we just lost the main rear deflector shield. One more

direct hit on the back quarter and we're done for.


           Han pauses for a moment, makes a decision, and pulls back

        on a lever.


HAN: Turn her around.


           Chewie barks in puzzlement.


HAN: I said turn her around! I'm going to put all power in the front

shield.


LEIA: You're going to attack them?!


THREEPIO: Sir, the odds of surviving a direct assault on an Imperial

Star Destroyer...


LEIA: Shut up!


EXTERIOR: SPACE -- MILLENNIUM FALCON -- ASTEROID FIELD


           The Falcon banks, makes a steep, twisting turn. In the

        next moment it is racing toward the Star Destroyer, looking

        very small against the massive surface of the Imperial ship.

        As it moves across the surface of the Star Destroyer, the

        Falcon bobs and weaves to avoid the numerous flak bursts.


INTERIOR: STAR DESTROYER, AVENGER -- BRIDGE


           The tiny Falcon heads directly for the Avenger's bridge.

        The Imperials stationed there are stunned to see the small

        spaceship racing low across the hull, headed directly at the

        huge windows of the bridge area. Alarms go off everywhere. The

        Destroyer's commander, Captain Needa, can scarcely believe his

        eyes.


NEEDA: They're moving to attack position. Shields up!


           Needa and his men duck as the Falcon nears the bridge

        window. At the last minute, the Falcon veers off and out of

        sight. All is quiet.


NEEDA: Track them,. They may come around for another pass.


TRACKING OFFICER: Captain Needa, the ship no longer appears on our

scopes.


NEEDA: They can't have disappeared. No ship that small has a cloaking

device.


TRACKING OFFICER: Well, there's no trace of them, sir.


COMMUNICATIONS OFFICER: Captain, Lord Vader demands an update on the

pursuit.


NEEDA: (drawing a breath) Get a shuttle ready. I shall assume full

responsibility for losing them, and apologize to Lord Vader.

Meanwhile, continue to scan the area.


COMMUNICATIONS OFFICER: Yes, Captain Needa.


EXTERIOR: DAGOBAH -- BOG -- DAY


           Luke's face is upside-down and showing enormous strain. He

        stands on his hands, with Yoda perched on his feet. Opposite

        Luke and Yoda are two rocks the size of bowling balls. Luke

        stares at the rocks and concentrates. One of the rocks lifts

        from the ground and floats up to rest on the other.


YODA: Use the Force. Yes...


           Yoda taps Luke's leg. Quickly, Luke lifts one hand from the

        ground. His body wavers, but he maintains his balance. Artoo,

        standing nearby, is whistling and beeping frantically.


YODA: Now...the stone. Feel it.


           Luke concentrates on trying to lift the top rock. It rises

        a few feet, shaking under the strain. But, distracted by

        Artoo's frantic beeping, Luke loses his balance and finally

        collapses. Yoda jumps clear.


YODA: Concentrate!


           Annoyed at the disturbance, Luke looks over at Artoo, who

        is rocking urgently back and forth in front of him.

           Artoo waddles closer to Luke, chirping wildly, then scoots

        over the edge of the swamp. Catching on, Luke rushes to the

        water's edge. The X-wing fighter has sunk, and only the tip of

        its nose shows above the lake's surface.


LUKE: Oh, no. We'll never get it out now.


           Yoda stamps his foot in irritation.


YODA: So certain are you. Always with you it cannot be done. Hear you

nothing that I say?


           Luke looks uncertainly out at the ship.


LUKE: Master, moving stones around is one thing. This is totally

different.


YODA: No! No different! Only different in your mind. You must unlearn

what you have learned.


LUKE: (focusing, quietly) All right, I'll give it a try.


YODA: No! Try not. Do. Or do not. There is no try.


           Luke closes his eyes and concentrates on thinking the ship

        out.

           Slowly, the X-wing's nose begins to rise above the water.

        It hovers for a moment and then slides back, disappearing once

        again.


LUKE: (panting heavily) I can't. It's too big.


YODA: Size matters not. Look at me. Judge me by my size, do you? Hm?

Mmmm.


           Luke shakes his head.


YODA: And well you should not. For my ally in the Force. And a

powerful ally it is. Life creates it, makes it grow. It's energy

surrounds us and binds us. Luminous beings are we...(Yoda pinches

Luke's shoulder)...not this crude matter. (a sweeping gesture) You must

feel the Force around you. (gesturing) Here, between you...me...the

tree...the rock...everywhere! Yes, even between this land and that

ship!


LUKE: (discouraged) You want the impossible.


           Quietly Yoda turns toward the X-wing fighter. With his eyes

        closed and his head bowed, he raises his arm and points at the

        ship.

           Soon, the fighter rises above the water and moves forward

        as Artoo beeps in terror and scoots away.

           The entire X-wing moves majestically, surely, toward the

        shore. Yoda stands on a tree root and guides the fighter

        carefully down toward the beach.

           Luke stares in astonishment as the fighter settles down

        onto the shore. He walks toward Yoda.


LUKE: I don't...I don't believe it.


YODA: That is why you fail.


           Luke shakes his head, bewildered.


EXTERIOR: SPACE -- IMPERIAL FLEET


           The fleet around Vader's Star Destroyer now includes

        Needa's Star Destroyer, the Avenger.


INTERIOR: VADER'S STAR DESTROYER -- BRIDGE


VADER: Apology accepted, Captain Needa.


           Clutching desperately at his throat, Captain Needa slumps

        down, then falls over on his back, at the feet of Darth Vader.

        Two stormtroopers pick up the lifeless body and carry it

        quickly away as Admiral Piett and two of his captains hurry up

        to the Dark Lord.


PIETT: Lord Vader, our ships have completed their scan of the area and

found nothing. If the Millennium Falcon went into light-speed, it'll

be on the other side of the galaxy by now.


VADER: Alert all commands. Calculate every possible destination along

their last know trajectory.


PIETT: Yes, my lord. We'll find them.


VADER: Don't fail me again, Admiral.


           Vader exits as the admiral turns to an aide, a little more

        uneasy than when he arrived.


PIETT: Alert all commands. Deploy the fleet.


EXTERIOR: SPACE -- IMPERIAL FLEET


           Vader's ship moves away, flanked by its fleet of smaller

        ships. the Avenger glides off into space in the opposite

        direction. No one on that ship or on Vader's is aware that,

        clinging to the side of the Avenger, is the pirateship, the

        Millennium Falcon.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


THREEPIO: Captain Solo, this time you have gone too far. (Chewie

growls) No, I will not be quiet, Chewbacca. Why doesn't anyone listen

to me?


HAN: (to Chewie) The fleet is beginning to break up. Go back and stand

by the manual release for the landing claw.


           Chewie barks, struggles from his seat, and climbs out of

        the cabin.


THREEPIO: I really don't see how thats going to help. Surrender is a

perfectly acceptable alternative in extreme circumstances. The Empire

may be gracious enough...


           Leia reaches over and shuts off Threepio, mid-sentence.


HAN: Thank you.


LEIA: What did you have in mind for your next move?


HAN: Well, if they follow standard Imperial procedure, they'll dump

their garbage before they go to light-speed, then we just float away.


LEIA: With the rest of the garbage. Then what?


HAN: Then we've got to find a safe port somewhere around here. Got any

ideas?


LEIA: No. Where are we?


HAN: The Anoat system.


LEIA: Anoat system. There's not much there.


HAN: No. Well, wait. This is interesting. Lando.


           He points to a computer mapscreen on the control panel.

        Leia slips out of her chair and moves next to the handsome

        pilot. Small light points representing several systems flash

        by on the computer screen.


LEIA: Lando system?


HAN: Lando's not a system, he's a man. Lando Calrissian. He's a card

player, gambler, scoundrel. You'd like him.


LEIA: Thanks.


HAN: Bespin. It's pretty far, but I think we can make it.


LEIA: (reading from the computer) A mining colony?


HAN: Yeah, a Tibanna gas mine. Lando conned somebody out of it. We go

back a long way, Lando and me.


LEIA: Can you trust him?


HAN: No. But he has no love for the Empire, I can tell you that.


           Chewie barks over the intercom. Han quickly changes his

        readouts and stretches to look out the cockpit window.


HAN: (into intercom) Here we go, Chewie. Stand by. Detach!


           Han leans back in his chair and gives Leia an invisible

        smile. She thinks for a moment, shakes her head; a grin creeps

        across her face and she gives him a quick kiss.


LEIA: You do have your moments. Not many, but you have them.


EXTERIOR: SPACE -- IMPERIAL STAR DESTROYER


           As the Avenger Star Destroyer moves slowly into space, the

        hatch on its underbelly opens, sending a trail of junk behind

        it. Hidden among the refuse, the Falcon tumbles away. In the

        next moment, the Avenger roars off into hyperspace. The

        Falcon's engines are ignited, and it races off into the

        distance. Amidst the slowly drifting junk, Boba Fett's ship

        appears and moves after the Falcon.


EXTERIOR: DAGOBAH -- BOG -- CLEARING -- DAY


           In the clearing behind Yoda's house, Luke again stands

        upside-down, but his face shows less strain and more

        concentration than before. Yoda sits on the ground below the

        young warrior. On the other side of the clearing, two

        equipment cases slowly rise into the air. Nearby Artoo

        watches, humming to himself, when suddenly he, too, rises into

        the air. His little legs kick desperately and his head turns

        frantically, looking for help.


YODA: Concentrate...feel the Force flow. Yes. Good. Calm, yes. Through

the Force, things you will see. Other places. The future...the past.

Old friends long gone.


           Luke suddenly becomes distressed.


LUKE: Han! Leia!


           The two packing boxes and Artoo fall to the ground with a

        crash, then Luke himself tumbles over.


YODA: (shaking his head) Hmm. Control, control. You must learn control.


LUKE: I saw...I saw a city in the clouds.


YODA: Mmm. Friends you have there.


LUKE: They were in pain.


YODA: It is the future you see.


LUKE: Future? Will they die?


           Yoda closes his eyes and lowers his head.


YODA: Difficult to see. Always in motion is the future.


LUKE: I've got to go to them.


YODA: Decide you must how to serve them best. If you leave now, help

them you could. But you would destroy all for which they have fought

and suffered.


           Luke is stopped cold by Yoda's words. Gloom shrouds him as

        he nods his head sadly.


EXTERIOR: BESPIN SYSTEM -- MILLENNIUM FALCON -- DAWN


           The powerful pirate starship blasts through space as it

        heads toward the soft pink planet of Bespin.


EXTERIOR: BESPIN SURFACE -- MILLENNIUM FALCON


           It is down on the gaseous planet. Huge billowing clouds

        form a canyon as the ship banks around them, heading toward

        the system's Cloud City.

           Suddenly, two twin-pod cloud cars appear and move toward

        the Falcon. The cloud cars draw up alongside the starship.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           One of the cloud cars opens fire on the Falcon, its flak

        rocking the ship. Chewie barks his concern.


HAN: (into transmitter) No, I don't have a landing permit. I'm trying

to reach Lando Calrissian.


           More flak bursts outside the cockpit window and rattles the

        ship's interior. Leia looks worried.


HAN: (into transmitter) Whoa! Wait a minute! Let me explain.


INTERCOM VOICE: You will not deviate from your present course.


THREEPIO: Rather touchy, aren't they?


LEIA: I thought you knew this person.


           Chewie barks and growls at his boss.


HAN: (to Chewie) Well, that was a long time ago. I'm sure he's

forgotten about that.


INTERCOM VOICE: Permission granted to land on Platform

Three-two-seven.


HAN: (into transmitter) Thank you.


           Angry, Han snaps off the intercom. Chewie looks at him and

        grunts. Han turns to the worried princess and her droid.


HAN: There's nothing to worry about. We go way back, Lando and me.


           Leia doesn't look convinced.


LEIA: Who's worried?


EXTERIOR: CLOUD CITY -- MILLENNIUM FALCON -- CLOUD CARS


           The clouds part to reveal a full view of the city as it

        bobs in and out of the cloud surface. The cloud cars and the

        Falcon head for the gleaming white metropolis.


EXTERIOR: CLOUD CITY -- LANDING PLATFORM -- MILLENNIUM FALCON


           With the cloud cars still guarding it, the Falcon lands on

        one of the Cloud City's platforms.


EXTERIOR: LANDING PLATFORM -- DOOR OF MILLENNIUM FALCON


           Han and Leia stand at the open door, armed. Behind them,

        Chewie, also armed, surveys the scene warily.


THREEPIO: Oh. No one to meet us.


LEIA: I don't like this.


HAN: Well, what would you like?


THREEPIO: Well, they did let us land.


HAN: Look, don't worry. Everything's going to be fine. Trust me.


INTERIOR: CLOUD CITY -- CORRIDOR -- DAY


           Lando Calrissian, a suave, dashing black man in his

        thirties, leads a group of aides and some Cloud City guard

        rapidly toward the landing platform. The group, like the other

        citizens of the city, is a motley collection of aliens,

        droids, and humans of all descriptions. Lando has a grim

        expression on his face as he moves onto the landing platform.


EXTERIOR: LANDING PLATFORM -- DOOR OF MILLENNIUM FALCON


HAN: See? My friend. (to Chewie) Keep your eyes open, okay?


           Chewie growls as Han walks down the ramp. Lando and his men

        head across the bridge to meet the space pirate.


EXTERIOR: CLOUD CITY -- LANDING PLATFORM


           Lando stops ten feet from Han. The two men eye each other

        carefully. Lando shakes his head.


LANDO: Why, you slimy, double-crossing, no-good swindler! You've got a

lot of guts coming here, after what you pulled.


           Han points to himself innocently, mouthing, "Me?"

           Lando moves threateningly toward Han. Suddenly, he throws

        his arms around his startled, long-lost friend and embraces

        him.


LANDO: (laughs) How you doing, you old pirate? So good to see you! I

never thought I'd catch up with you again. Where you been?


           The two old friends embrace, laughing and chuckling.


EXTERIOR: LANDING PLATFORM -- DOOR OF MILLENNIUM FALCON.


THREEPIO: Well, he seems very friendly.


LEIA: (wary) Yes...very friendly.


EXTERIOR: CLOUD CITY -- LANDING PLATFORM


LANDO: What are you doing here?


HAN: (gestures toward the Falcon) Ahh...repairs. I thought you could

help me out.


LANDO: (in mock panic) What have you done to my ship?


HAN: Your ship? Hey, remember, you lost her to me fair and square.


           Chewie growls a reserved greeting. Lando suddenly notices

        the princess and smiles.


LANDO: Hello. What have we here? Welcome. I'm Lando Calrissian. I'm

the administrator of this facility. and who might you be?


LEIA: Leia.


LANDO: Welcome, Leia.


           Lando bows before Leia and kisses her hand.


HAN: All right, all right, you old smoothie.


           Han takes Leia by the hand and steers her away from Lando.


THREEPIO: Hello, sir. I am See-Threepio, human-cyborg relations. My

facilities are at your...


           Before Threepio can finish his self-introduction, Lando has

        turned to follow Han and Leia, who are walking toward the

        city.


THREEPIO: Well, really!


           Lando, his aide, Lobot, and Han lead the way across the

        bridge, followed by Threepio, Chewie and Leia.


LANDO: What's wrong with the Falcon?


HAN: Hyperdrive.


LANDO: I'll get my people to work on it.


HAN: Good.


           Lando turns to Leia.


LANDO: You know, that ship saved my life quite a few times. She's the

fastest hunk of junk in the galaxy.


INTERIOR: CLOUD CITY -- CORRIDOR


           The group has crossed the narrow bridge and entered the

        city. They walk down the lovely Art Deco passageway, rounding

        several corners and passing many small plazas as they go.

        Threepio lags a bit behind.


HAN: How's the gas mine? Is it paying off for you?


LANDO: Oh, not as well as I'd like. We're a small outpost and not very

self-sufficient. And I've had supply problems of every kind. I've had

labor difficulties...(catches Han grinning at him) What's so funny?


HAN: You. Listen to you -- you sound like a businessman, a responsible

leader. Who'd have thought that, huh?


           Lando is reflective. He looks at Han a moment.


LANDO: You know, seeing you sure brings back a few things.


HAN: Yeah.


LANDO: (shakes his head) Yeah, I'm responsible these days. It's the

price you pay for being successful.


           Han and Lando laugh together, and the group moves on

        through the corridor.

           The lagging Threepio passes a Threepio-type silver droid

        who is coming out of a door.


THREEPIO: Oh! Nice to see a familiar face.


SECOND THREEPIO: (mumbles) E chu ta!


THREEPIO: How rude!


           Threepio stops, watching the silver droid move away. Then

        he hears the muffled beeping and whistling of an R2 unit

        coming from within the room.


INTERIOR: CLOUD CITY -- ANTEROOM


           Curious, Threepio enters the room.


THREEPIO: That sounds like an R2 unit in there. I wonder if...


           Threepio walks through the doorway to the main room. He

        looks in.


THREEPIO: Hello? How interesting. Oh, my.


MAN'S VOICE: (from within) Who are you?


THREEPIO: Oh, I'm terribly sorry. I...I didn't mean to intrude. No,

no, please don't get up. No!


           A laser bolt to Threepio's chest sends him flying in twenty

        directions. Smoldering mechanical arms and legs bounce off the

        walls as the door whooshes closed behind him.


INTERIOR: CLOUD CITY -- CORRIDOR


           Lando, Han, and Leia continue down the corridor unaware of

        Threepio's dreadful accident. Chewbacca glances around, sniffs

        the air, but shrugs his shoulders and follows the group.


EXTERIOR: DAGOBAH -- BOG -- DUSK


           In the bright lights of the fighter, Luke loads a heavy

        case into the belly of the ship. Artoo sits on top of the

        X-wing, settling down into his cubbyhole. Yoda stands nearby

        on a log.


YODA: Luke! You must complete the training.


LUKE: I can't keep the vision out of my head. They're my friends. I've

got to help them.


YODA: You must not go!


LUKE: But Han and Leia will die if I don't.


BEN'S VOICE: You don't know that.


           Luke looks toward the voice in amazement. Ben has

        materialized as a real, slightly shimmering image near Yoda.

        The power of his presence stops Luke.


BEN: Even Yoda cannot see their fate.


LUKE: But I can help them! I feel the Force!


BEN: But you cannot control it. This is a dangerous time for you, when

you will be tempted by the dark side of the Force.


YODA: Yes, yes. To Obi-Wan you listen. The cave. Remember your failure

at the cave!


LUKE: But I've learned so much since then. Master Yoda, I promise to

return and finish what I've begun. You have my word.


BEN: It is you and your abilities the Emperor wants. that is why your

friends are made to suffer.


LUKE: And that is why I have to go.


BEN: Luke, I don't want to lose you to the Emperor the way I lost

Vader.


LUKE: You won't.


YODA: Stopped they must be. On this depends. Only a fully trained Jedi

Knight with the Force as his ally will conquer Vader and his Emperor.

If you end your training now, if you choose the quick and easy path,

as Vader did, you will become an agent of evil.


BEN: Patience.


LUKE: And sacrifice Han and Leia?


YODA: If you honor what they fight for...yes!


           Luke is in great anguish. He struggles with the dilemma, a

        battle raging in his mind.


BEN: If you choose to face Vader, you will do it alone. I cannot

interfere.


LUKE: I understand. (he moves to his X-wing) Artoo, fire up the

converters.


           Artoo whistles a happy reply.


BEN: Luke, don't give in to hate -- that leads to the dark side.


           Luke nods and climbs into his ship.


YODA: Strong is Vader. Mind what you have learned. Save you it can.


LUKE: I will. And I'll return. I promise.


           Artoo closes the cockpit. Ben and Yoda stand watching as

        the roar of the engines and the wind engulf them.


YODA: (sighs) Told you, I did. Reckless is he. Now matters are worse.


BEN: That boy is our last hope.


YODA: (looks up) No. There is another.


EXTERIOR: SPACE -- PLANET DAGOBAH


           Luke's tiny X-wing rockets away from the green planet of

        Dagobah and off into space.


INTERIOR: CLOUD CITY -- LIVING QUARTERS -- DAY


           Within the quarters assigned her on Cloud City, Leia paces

        in agitation. She has changed from her cold-weather pants and

        jacket to a lovely dress. Her hair is down, tied back with

        ribbons. She moves from a large, open window and turns to see

        Han entering through the doorway.


HAN: The ship is almost finished. Two or Three more things and we're

in great shape.


LEIA: The sooner the better. Something's wrong here. No one has seen

or knows anything about Threepio. He's been gone too long to have

gotten lost.


           Han takes Leia by the shoulders and gently kisses her

        forehead.


HAN: Relax. I'll talk to Lando and see what I can find out.


LEIA: I don't trust Lando.


HAN: Well, I don't trust him, either. But he is my friend. Besides,

we'll soon be gone.


LEIA: And then you're as good as gone, aren't you?


           Not speaking, Han considers her words and gazes at her

        troubled face.


INTERIOR: CLOUD CITY -- JUNK ROOM


        The room is piled high with broken and discarded machine

        parts. Four Ugnaughts, small hoglike creatures, separate the

        junk and throw some pieces onto a conveyer belt which moves

        briskly toward a pit of molten metal. Pieces of Threepio's

        golden body move down the belt. Chewie enters the room and

        spots an Ugnaught picking up and inspecting Threepio's head.

        The Wookiee barks a command, startling the Ugnaught, then

        reaches to grab the head. But the Ugnaught tosses it away from

        him to another Ugnaught. This game of keep-away goes on until

        Threepio's head falls from their grip and bounces with a clang

        onto the ground.


INTERIOR: CLOUD CITY -- LIVING QUARTERS -- DAY


           The door zaps open. Chewbacca walks in, carrying a packing

        case of Threepio, arms and legs hanging over the edge.


LEIA: What happened?


           Chewie sets the case on a table, grunting and groaning an

        explanation.


HAN: Where? Found him in a junk pile?


LEIA: Oh, what a mess. Chewie, do you think you can repair him?


           The giant Wookiee studies the array of robot parts. He

        looks at the princess and shrugs sadly.


HAN: Lando's got people who can fix him.


LEIA: No, thanks.


           There is a buzz and the door slides open, revealing Lando.


LANDO: I'm sorry. Am I interrupting anything?


LEIA: Not really.


LANDO: You look absolutely beautiful. You truly belong here with us

among the clouds.


LEIA: (coolly) Thank you.


LANDO: Will you join me for a little refreshment?


           Han looks at Lando suspiciously, but Chewie barks at the

        mention of food and licks his lips.


LANDO: Everyone's invited, of course.


           Leia takes Lando's proffered arm, and the group turns to

        go. Lando spots Threepio's remains.


LANDO: Having trouble with you droid?


           Han and Leia exchange a quick glance.


HAN: No. No problem. Why?


           Han and Leia move arm-in-arm through the door, followed by

        Lando and Chewie. The door slides closed behind them.


INTERIOR: CLOUD CITY -- CORRIDOR -- DAY


           Leia walks between Han and Lando as Chewie follows a short

        distance behind. Long shafts of light pour across the corridor

        between tall, pure-white columns.


LANDO: So you see, since we're a small operation, we don't fall into

the...uh...jurisdiction of the Empire.


LEIA: So you're part of the mining guild then?


LANDO: No, not actually. Our operation is small enough not to be

noticed...which is advantageous for everybody since our customers are

anxious to avoid attracting attention to themselves.


           The group walks into another corridor and heads for a huge

        doorway at the far end.


HAN: Aren't you afraid the Empire's going to find out about this

little operation and shut you down?


LANDO: That's always been a danger looming like a shadow over

everything we've built here. But things have developed that will

insure security. I've just made a deal that will keep the Empire out

of here forever.


INTERIOR: CLOUD CITY -- DINING ROOM


           The mighty doors to the dining room slide open and the

        group enters the dining room. At the far end of a huge banquet

        table sits Darth Vader. Standing at his side and slightly

        behind him is Boba Fett, the bounty hunter.

           Faster than the wink of an eye, Han draws his blaster and

        pops off a couple of shots directly at Vader. The Dark Lord

        quickly raises his hand, deflecting the bolts into one of the

        side walls, where they explode harmlessly. Just as quickly,

        Han's weapon zips into Vader's hand. The evil presence calmly

        places the gun on the table in front of him.


VADER: We would be honored if you would join us.


           Han gives Lando a mean look.


LANDO: I had no choice. They arrived right before you did. I'm sorry.


HAN: I'm sorry, too.


EXTERIOR: LUKE'S X-WING -- BESPIN SYSTEM


           Luke's X-wing races through thick clouds toward Cloud City.


INTERIOR: LUKE'S X-WING -- COCKPIT


           Luke is grim-faced as he pilots his course toward Bespin's

        shining city. Artoo's beeps and whistles are transmitted onto

        the scope.


LUKE: (into comlink) No, Threepio's with them.


           Artoo whistles another worried inquiry.


LUKE: (into comlink) Just hang on. We're almost there.


INTERIOR: CLOUD CITY -- LARGE CELL


           Chewbacca is in a Cloud City prison cell. The stark room is

        flooded with hot light. To add to Chewie's misery, a

        high-pitched whistle screeches loudly. Chewie is going mad. He

        hits the wall with giant fists as he paces back and forth

        across the cell floor. The upper lights go off abruptly. The

        prisoner rubs his eyes and moves to a wall, where he listens

        for a moment. Then, moaning to himself, he moves to a platform

        where the disassembled pieces of Threepio lie. He picks up the

        golden droid's head and meditates on it for a moment, barking

        a few philosophical remarks. Chewie sticks the robot's head on

        its torso and starts adjusting wires and circuits. Suddenly,

        the lights in Threepio's eyes spark to life as Chewie touches

        two connectors together. Threepio immediately begins to speak,

        but his voice is so slow and so low as to be nearly

        unintelligible.


THREEPIO: Mmmm. Oh, my. Uh, I, uh -- Take this off! I, uh, don't mean

to intrude here. I, don't, no, no, no...Please don't get up. No!


           Chewie looks at Threepio in bewilderment, then scratches

        his furry head. He gets an idea and adjusts some connections,

        whereupon Threepio immediately begins speaking normally.


THREEPIO: Stormtroopers? Here? We're in danger. I must tell the

others. Oh, no! I've been shot!


INTERIOR: CLOUD CITY -- PRISON ENTRY AREA


           Darth Vader strides through the room as two stormtroopers

        prepare an elaborate torture mechanism. Han is strapped to a

        rack which tilts forward onto the torture device. Vader

        activates the mechanism, creating two bursts of sparks, one of

        which strikes Han's face.

           The door opens, and Darth Vader moves to the holding

        chamber, where Lando and Boba Fett await him.


INTERIOR: CLOUD CITY -- HOLDING CHAMBER


LANDO: Lord Vader.


VADER: (to Fett) You may take Captain Solo to Jabba the Hut after I

have Skywalker.


           Han's screams filter through the torture room door.


BOBA FETT: He's no good to me dead.


VADER: He will not be permanently damaged.


LANDO: Lord Vader, what about Leia and the Wookiee?


VADER: They must never again leave this city.


LANDO: That was never a condition of our agreement, nor was giving Han

to this bounty hunter!


VADER: Perhaps you think you're being treated unfairly.


LANDO: No.


VADER: Good. It would be unfortunate if I had to leave a garrison

here.


           Vader turns and sweeps into the elevator with Boba Fett.

        Lando walks swiftly down another corridor, muttering to

        himself.


LANDO: This deal's getting worse all the time.


INTERIOR: CLOUD CITY -- LARGE CELL


           Chewie now has a little more of Threepio back together. One

        arm is connected, but the legs are yet to be attached. There

        is one small problem, however. It seems the Wookiee has

        managed to put the droid's head on backwards.


THREEPIO: Oh, yes, that's very good. I like that. Oh! Something's not

right because now I can't see. Wait. Wait! Oh, my! what have you done?

I'm backwards, you stupid furball. Only an overgrown mophead like you

would be stupid enough...


           Threepio is cut off in mid-sentence as Chewie angrily

        deactivates a circuit and the droid shuts down. The Wookiee

        smells something and sits up. The door to the chamber slides

        open and a ragged Han Solo is shoved into the room by two

        stormtroopers. Barking his concern, the huge Wookiee gives Han

        a big hug. Han is very pale, with dark circles under his eyes.


HAN: I feel terrible.


           Chewie helps Han to a platform and then turns as the door

        slides open revealing Leia. She, too, looks a little worse for

        wear. The troopers push her into the cell, and the door slides

        closed. She moves to Han, who is lying on the platform, and

        kneels next to him, gently stroking his head.


LEIA: Why are they doing this?


HAN: They never even asked me any questions.


           The cell door slides open. Lando and two of his guards

        enter.


LEIA: Lando.


HAN: Get out of here, Lando!


LANDO: Shut up and listen! Vader has agreed to turn Leia and Chewie

over to me.


HAN: Over to you?


LANDO: They'll have to stay here, but at least they'll be safe.


LEIA: What about Han?


LANDO Vader's giving him to the bounty hunter.


LEIA: Vader wants us all dead.


LANDO: He doesn't want you at all. He's after somebody called

Skywalker.


HAN: Luke?


LANDO: Lord Vader has set a trap for him.


           Leia's mind is racing.


LEIA: And we're the bait.


LANDO: Well, he's on his way.


           Han's rage peaks.


HAN: Perfect. You fixed us all pretty good, didn't you? (spits it out)

My friend!


           Han hauls off and punches Lando. The two friends are

        instantly engaged in a frantic close-quarters fight. The

        guards hit Han with their rifle butts and he flies across the

        room. Chewie growls and starts for the guards. They point

        their laser weapons at the giant Wookiee, but Lando stops

        them.


LANDO: Stop! I've done all I can do. I'm sorry I couldn't do better,

but I have my own problems.


HAN: Yeah, you're a real hero.


           Lando and the guards leave. Han wipes the blood from his

        chin as Leia and Chewie help him up.


LEIA: (dabs at his wound) You certainly have a way with people.


INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER


           Four armor-suited stormtroopers stand at the ready in the

        large chamber, which is filled with pipes and chemical tanks.

        In the middle of the room is a round pit housing a hydraulic

        platform. Darth Vader and Lando stand near the platform.


VADER: This facility is crude, but it should be adequate to freeze

Skywalker for his journey to the Emperor.


           An Imperial soldier appears.


IMPERIAL SOLDIER: Lord Vader, ship approaching. X-wing class.


VADER: Good. Monitor Skywalker and allow him to land.


           The soldier bows and leaves the chamber.


LANDO: Lord Vader, we only use this facility for carbon freezing. If

you put him in there, it might kill him.


VADER: I do not want the Emperor's prize damaged. We will test it...on

Captain Solo.


           Lando's face registers dismay.


EXTERIOR: SPACE -- BESPIN SYSTEM -- LUKE'S X-WING


           Luke's X-wing moves through the clouds as it nears the

        city.


INTERIOR: LUKE'S X-WING -- COCKPIT


           Encountering no city guards, Luke scans the display panel

        with concern.


INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER


           There is a great activity on the carbon-freezing platform.

        Six Ugnaughts frantically prepare the chamber for use. A

        special coffinlike container is put in place. With Boba Fett

        in the lead, a squad of six stormtroopers brings in Han, Leia

        and Chewie. Strapped to Chewie's back, with only his head,

        torso, and one arm assembled, is Threepio. Threepio's head

        faces the opposite direction from Chewie's and the droid is

        constantly twisting around in a vain effort to see what is

        happening. His one attached arm is animate and expressive,

        intermittently pointing, gesturing, and covering his eyes. The

        remaining pieces of his body are randomly bundled to the

        Wookiee's back so that his legs and other arm stick out at odd

        angles from the pack.


THREEPIO: If only you had attached my legs, I wouldn't be in this

ridiculous position. Now, remember, Chewbacca, you have a

responsibility to me, so don't do anything foolish.


HAN: (to Lando) What's going on...buddy?


LANDO: You're being put into carbon freeze.


           Boba Fett moves away from the group to Darth Vader.


BOBA FETT: What if he doesn't survive? He's worth a lot to me.


VADER: The Empire will compensate you if he dies. Put him in!


           Realizing what is about to happen, Chewie lets out a wild

        howl and attacks the stormtroopers surrounding Han. Within

        seconds, other Imperial reinforcements join the scuffle,

        clubbing the giant Wookiee with their laser weapons. From the

        instant of Chewie's first move, Threepio begins to scream in

        panic while he tries to protect himself with his one arm.


THREEPIO: Oh, no! No, no, no! Stop, Chewbacca, stop...!


           The stormtroopers are about to bash Chewie in the face.


HAN: Stop, Chewie, stop! Do you hear me? Stop!


THREEPIO: Yes, stop, please! I'm not ready to die.


           Han breaks away from his captors. Vader nods to the guards

        to let him go and the pirate breaks up the fight.


HAN: Chewie! Chewie, this won't help me. Hey!


           Han gives the Wookiee a stern look.


HAN: Save your strength. There'll be another time. The princess -- you

have to take care of her. You hear me?


           Han winks at the Wookiee, who wails a doleful farewell.

           In a flash the guards have slipped binders on Chewbacca,

        who is too distraught to protest. Han turns to Princess Leia.

        They look sorrowfully at one another, then Han moves toward

        her and gives her a final, passionate kiss.


LEIA: I love you!


HAN: I know.


           Tears roll down Leia's face as she watches the dashing

        pirate walk to the hydraulic platform. Han looks one final

        time at his friends -- and then, suddenly, the platform drops.

        Chewie howls. Leia turns away in agony. Lando winces in

        sorrow; it makes a life-changing impression on him.

           Instantly, fiery liquid begins to pour down in a shower of

        sparks and fluid as great as any steel furnace. Holding Leia,

        Chewie half-turns away from the sight, giving Threepio a view

        of the procedure.


THREEPIO: What...what's going on? Turn around, Chewbacca, I can't see.

Oh...they've encased him in carbonite. He should be quite

well-protected -- if he survives the freezing process, that is.


           Chewie is in no mood for technical discussion; he gives the

        droid an angry glance and barks.

           A huge mechanical tong lifts the steaming metal-encased

        space pirate out of the vat and stands him on the platform.

        Some Ugnaughts rush over and push the block over onto the

        platform. They slide the coffinlike structure to the block and

        lift the metal block, placing it inside. They then attach an

        electronic box onto the structure and step away.

           Lando kneels and adjusts some knobs, measuring the heat. He

        shakes his head in relief.


VADER: Well, Calrissian, did he survive?


LANDO: Yes, he's alive. And in perfect hibernation.


           Vader turns to Boba Fett.


VADER: He's all yours bounty hunter. Reset the chamber for Skywalker.


IMPERIAL OFFICER: Skywalker has just landed, my lord.


VADER: Good. See to it that he finds his way here. Calrissian, take

the princess and the Wookiee to my ship.


LANDO: You said they'd be left in the city under my supervision.


VADER: I am altering the deal. Pray I don't alter it any further.


           Lando's hand instinctively goes to his throat as he turns

        to Leia, Chewie, and Threepio.


INTERIOR: CLOUD CITY -- CORRIDOR -- DAY


           As Luke and Artoo move carefully down a deserted corridor,

        they hear a group of people coming down a side hallway. Artoo

        lets out an excited series of beeps and whistles. Luke glares

        at the tiny droid, who stops in his tracks with a feeble

        squeak.

           Boba Fett enters from a side hallway followed by two guards

        pushing the floating, encased body of Han Solo. Two

        stormtroopers, who follow, immediately spot Luke and open fire

        on him. The youth draws his weapon and blasts the two

        troopers before they can get off a second shot. The two guards

        whisk Han into another hallway as Fett lowers his arm and

        fires a deadly laser at Luke, which explodes to one side and

        tears up a huge chunk of wall.

           Luke rushes to a side hallway, but by the time he reaches

        it, Fett, Han, and the guards are gone. A think metal door

        blocks the passage. Luke turns to see Leia, Chewie, Threepio,

        and Lando being herded down a second hallway by several other

        stormtroopers. Leia turns just in time to see Luke.


LEIA: Luke! Luke, don't -- it's a trap! It's a trap!


           Before she can finish, she is pulled through a doorway and

        disappears from sight. Luke races after the group, leaving

        little Artoo trailing behind.


INTERIOR: CLOUD CITY -- ANTEROOM


           Luke runs into an anteroom and stops to get his bearings.

        Leia and the others are nowhere to be seen. Behind Luke, Artoo

        scoots down the corridor toward the anteroom when suddenly a

        giant metal door comes slamming down, cutting off Luke's exit.

        Several more doors clang shut, echoing through the chamber.


INTERIOR: CLOUD CITY -- HALLWAY LEADING TO ANTEROOM


           Artoo stands with his nose pressed against the giant metal

        door. He whistles a long sigh of relief and, a little dazed,

        wanders off in the other direction.


INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER -- ANTEROOM


           Luke cautiously walks forward among hissing pipes and

        steam. Seeing an opening above him, he stops to look up. As he

        does, the platform he stands on begins to move.


INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER


           Luke rises into the chamber, borne by the platform. The

        room is deathly quiet. Very little steam escapes the pipes and

        no one else seems to be in the large room. Warily, Luke walks

        toward the stairway.

           Steam begins to build up in the chamber. Looking up through

        the steam, Luke sees a dark figure standing on a walkway above

        him. Luke holsters his gun and moves up the stairs to face

        Vader. He feels confident, eager to engage his enemy.


VADER: The Force is with you, young Skywalker. But you are not a Jedi

yet.


           Luke ignites his sword in answer. In an instant, Vader's

        own sword is lit. Luke lunges, but Vader repels the blow.

        Again Luke attacks, and the swords of the two combatants clash

        in battle.


INTERIOR: CLOUD CITY -- CORRIDOR


           Leia, Lando, and Chewie, with Threepio on his back, march

        along, guarded by six stormtroopers. The group reaches an

        intersection where Lobot and a dozen of Lando's guards stand

        at attention.

           The guards immediately aim their weapons at the startled

        stormtroopers. Taking the stormtroopers' weapons from them,

        Lobot hands one to Leia and one to Lando.


LANDO: Well done. Hold them in the security tower -- and keep it

quiet. Move.


           As Lando's guards quickly march the stormtroopers away,

        Lando begins to undo Chewie's binding.


LEIA: What do you think you're doing?


LANDO: We're getting out of here.


THREEPIO: I knew all along it had to be a mistake.


           Chewie turns on Lando and starts to choke him.


LEIA: Do you think that after what you did to Han we're going to trust

you?


           Lando tries to free himself from Chewie.


LANDO: (choking) I had no choice...


           Chewie barks ferociously.


THREEPIO: (to Chewie) What are you doing? Trust him, trust him!


LEIA: Oh, so we understand, don't we, Chewie? He had no choice.


LANDO: I'm just trying to help...


LEIA: We don't need any of your help.


LANDO: (choking) H-a-a-a...


LEIA: What?


THREEPIO: It sounds like Han.


LANDO: There's still a chance to save Han...I mean, at the East

Platform...


LEIA: Chewie.


           Chewie finally releases Lando, who fights to get his breath

        back.


THREEPIO: (to Lando) I'm terribly sorry about all this. After all,

he's only a Wookiee.


EXTERIOR: CLOUD CITY -- EAST LANDING PLATFORM -- BOBA FETT'S SHIP


           The two guards slide Han's encased body into an opening in

        the side of the bounty hunter's ship. Boba Fett climb aboard

        on a ladder next to the cargo hold.


BOBA FETT: Put Captain Solo in the cargo hold.


           And with that, the door slams shut.


INTERIOR: CLOUD CITY -- CORRIDOR


           Lando, Leia, and Chewie run down a Cloud City corridor when

        suddenly they spot Artoo who rushes toward them, beeping

        wildly.


THREEPIO: Artoo! Artoo! Where have you been?


           Chewie turns around to see the stubby droid, causing

        Threepio to be spun out of sight of his friend.


THREEPIO: Turn around, you wooly...! (to Artoo) Hurry, hurry! We're

trying to save Han from the bounty hunter!


           Whistling frantically to Threepio, Artoo scoots along with

        the racing group.


THREEPIO: Well, at least your still in one piece! Look what happened

to me!


EXTERIOR: EAST LANDING PLATFORM -- SIDE BAY


           An elevator door slides open and Lando, Leia, and Chewbacca

        race for a large bay overlooking the East Landing Platform.

           Just as they arrive, Boba Fett's ship takes off against a

        cloudy sunset sky. 

           In wild anguish, Chewie howls and starts firing at the

        ship.


THREEPIO: Oh, no! Chewie, they're behind you!


           A laser bolt explodes near the princess. Everyone turns to

        see what Threepio has already spotted coming from the other

        direction; a squad of stormtroopers running toward them. Artoo

        peeks out from the elevator.

           Leia and Chewbacca start firing at the troopers as Lando

        makes a break for the elevator. Laser bolts continue to

        explode around the princess and the Wookiee, but they refuse

        to budge. Lando sticks his head out of the elevator and

        motions for the pair to run, but they barely notice. They seem

        possessed, transported, as all the frustration of captivity

        and anger of loss pour through their death-dealing weapons.

           But after a few moments, they begin to move through the

        rain of laser fire toward the elevator. Once they are inside,

        the door slams shut and the stormtroopers race forward.


INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER


           Luke and Vader are locked in combat on the platform

        overlooking the chamber. Their swords clash, the platform

        sways. Luke aggressively drives Vader back, forcing Vader to

        use defensive tactics.


VADER: You have learned much, young one.


LUKE: You'll find I'm full of surprises.


           Vader makes two quick moves, hooking Luke's sword out of

        his hand and sending it flying. Another lightning move at

        Luke's feet forces the youth to jump back to protect himself.

        Losing his balance, Luke rolls down the stairs to the circular

        carbon-freezing platform. There he sprawls on the floor,

        surprised and shaken. Just in time he looks up to see Vader,

        like a giant black bird, flying right at him. Luke rolls away

        as Vader lands. Crouching, Luke keeps his gaze steadily on his

        enemy.


VADER: Your destiny lies with me, Skywalker. Obi-Wan knew this to be

true.


LUKE: No!


           Behind Luke the hydraulic elevator cover has opened

        noiselessly. All the while, Luke slowly, cautiously moves

        back, away from the Dark Lord.

           Suddenly, Vader attacks so forcefully that Luke loses his

        balance and falls back into the opening. There is a rumble,

        and in an instant freezing steam rises to obscure Vader's

        vision.  Vader turns aside and deactivates his sword.


VADER: All to easy. Perhaps you are not as strong as the Emperor

thought.


           Through the steam behind Vader something blurs upward.

        Liquid metal begins to pour into the pit.

           Vader turns around -- and then looks up. He sees Luke, who

        has leaped fifteen feet straight up and who now hangs from

        some hoses on the carbonite outlet.


VADER: Impressive...most impressive.


           Luke jumps down to the platform where he is separated from

        Vader by the steaming carbonite pit. He raises his hand. His

        sword, which had fallen on another part of the platform,

        swiftly jumps into his outstretched hand and is instantly

        ignited. Vader immediately lights his sword as well.


VADER: Obi-Wan has taught you well. You have controlled your fear...

now release your anger.


           Luke is more cautious, controlling his anger. He begins to

        retreat as Vader goads him on. As Luke takes a defensive

        position, he realizes he has been foolhardy. A quick sword

        exchange and Luke forces Vader back. Another exchange and

        Vader retreats. Luke presses forward.


VADER: Only your hatred can destroy me.


           Breathing hard, Luke jumps in the air, turning a somersault

        over Vader. He lands on the floor and slashes at Vader as the

        room continues to fill up with steam.

           Vader retreats before Luke's skillful sword. Vader blocks

        the sword, but looses his balance and falls into the outer rim

        of pipes. The energy Luke has used to stop Vader has brought

        him to the point of collapse. Luke moves to the edge and looks

        down, but sees no sign of Vader. He then deactivates his

        sword, hooks it on his belt, and lowers himself into the pit.


INTERIOR: CLOUD CITY -- TUNNEL AND REACTOR CONTROL ROOM


           Moving through a tunnellike entrance, Luke cautiously

        approaches the reactor room. He ignites his sword and moves

        into the room and toward a large window as Vader enters.

           Luke raises his sword and moves forward to attack.

           Behind Luke a large piece of machinery detaches itself from

        the wall and comes smashing forward toward his back. Luke

        turns and cuts it in half just as another machine comes

        hurtling at him. Using the Force, Luke manages to deflect it

        and send it flying as if it had hit an invisible shield. A

        large pipe detaches and comes flying at Luke. He deflects it.

        Sparking wires pull out of the wall and begin to whip at the

        youth. Small tools and equipment come flying at him.

        Bombardment from all sides, Luke does his best to deflect

        everything, but soon he is bloodied and bruised. Finally, one

        machine glances off his and goes flying out the large window.

        A fierce wind blows into the room, unmoving, stands the dark,

        rocklike figure of Vader.

           A piece of machinery hits Luke and he is knocked out of the

        window.


INTERIOR: GANTRY -- OUTSIDE CONTROL ROOM -- REACTOR SHAFT


           Luke falls onto the gantry, rolls, and hangs over the edge,

        holding his deactivated sword in hand. He puts the sword on

        his belt and begins to scramble up.


INTERIOR: CLOUD CITY -- CORRIDOR LEADING TO LANDING PLATFORM


           Leia, Lando, Chewie and the droids come round a corner and

        head for the door to the landing platform. They glimpse the

        Millennium Falcon for a moment before the door slams shut. The

        group ducks into an alcove as stormtroopers arrive at the end

        of the corridor. The troopers send a rain of laser bolts at

        the group. Chewie returns their fire as Lando punches

        desperately at the door's control panel.


LANDO: The security codes has been changed!


THREEPIO: Artoo, you can tell the computer to override the security

system.


           Threepio points to a computer socket on the control panel.

        Artoo beeps and scoots toward it. Lando meanwhile has

        connected up to the panel's intercom.


LANDO: Attention! This is Lando Calrissian. The Empire has takes

control of the city. I advise everyone to leave before more Imperial

troops arrive.


           Artoo takes off a computer cover and sticks his computer

        arm into the socket. Suddenly, a short beep turns into a wild

        scream. Artoo's circuits light up, his head spins wildly, and

        smoke begins to seep out underneath him. Quickly, Chewie pulls

        him away.


LANDO: This way.


           Lando, Leia, Artoo, and Chewie flee down the corridor. As

        he scoots along with them, Artoo sends some angry beeps

        Threepio's way.


THREEPIO: Don't blame me. I'm an interpreter. I'm not supposed to know

a power socket from a computer terminal.


INTERIOR: CLOUD CITY -- CORRIDOR


           In a panic, Cloud City residents are trying to get out of

        the city. Some carry boxes, others packages. They run, then

        change direction. Some are shooting at stormtroopers, others

        simply try to hide.

           Other stormtroopers pursue Lando, Leia, and Chewie who are

        firing back at them. Artoo works on another door to the

        landing platform while Threepio berates him for his seeming

        ineptitude.


THREEPIO: What are you talking about? We're not interested in the

hyperdrive on the Millennium Falcon. It's fixed! Just open the door,

you stupid lump.


           Chewie, Leia, and Lando retreat along the corridor. A

        triumphant beep from Artoo -- and the door snaps open.


THREEPIO: (to Artoo) I never doubted you for a second. Wonderful!


           Artoo lays a cloud fog, obscuring everything, as the group

        dashes outside.


EXTERIOR: LANDING PLATFORM -- CLOUD CITY -- DUSK


           They race for the Millennium Falcon as a battalion of

        stormtroopers reaches the main door. Lando and Leia hold off

        the troops as the droids get on board with Chewie. As Chewie

        bounds to the ship the Threepio on his back, Threepio hits his

        head on the top of the ramp.


THREEPIO: Ouch! Oh! Ah! That hurt, Bend down, you thoughtless...Ow!


           Chewie starts up the ship. The giant engines begin to whine

        as Lando and Leia race up the ramp under a hail of laser fire.


LANDO: Leia! Go!


INTERIOR: MILLENNIUM FALCON -- CORRIDOR


           Artoo drags the partially assembled Threepio down the

        corridor of the Falcon.


THREEPIO: I thought that hairy beast would be the end of me. Of

course, I've looked better.


           Artoo beeps understandingly.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Chewie works the controls as Leia sits in Han's seat and

        Lando watches over their shoulders. As Chewie pulls back on

        the throttle, the ship begins to move.


EXTERIOR: CLOUD CITY -- LANDING PLATFORM -- DUSK


           The Millennium Falcon lifts gracefully into the twilight

        sky and roars away from the city. Troops fire after it and TIE

        fighters take off in pursuit.


INTERIOR: GANTRY -- OUTSIDE CONTROL ROOM -- REACTOR SHAFT


           Luke moves along the railing and up to the control room.

        Vader lunges at him and Luke immediately raises his lit sword

        to meet Vader's. Sparks fly as they duel, Vader gradually

        forcing Luke backward toward the gantry.


VADER: You are beaten. It is useless to resist. Don't let yourself be

destroyed as Obi-Wan did.


           Luke answers by rolling sideways and thrusting his sword at

        Vader so viciously that he nicks Vader on the shoulder. The

        black armor sparks and smokes and Vader seems to be hurt, but

        immediately recovers.

           Luke backs off along the narrow end of the gantry as Vader

        comes at him, slashing at the young Jedi with his sword. Luke

        makes a quick move around the instrument complex attached to

        the end of the gantry. Vader's sword comes slashing down,

        cutting the complex loose; it begins to fall, then is caught

        by the rising wind and blown upward.

           Luke glances at the instrument complex floating away. At

        that instant, Vader's sword comes down across Luke's right

        forearm, cutting off his hand and sending his sword flying. 

        In great pain, Luke squeezes his forearm under his left armpit 

        and moves back along the gantry to its extreme end. Vader

        follows. The wind subsides. Luke holds on. There is nowhere

        else to go. 


VADER: There is no escape. Don't make me destroy you. You do not yet

realize your importance. You have only begun to discover you power.

Join me and I will complete your training. With our combined strength,

we can end this destructive conflict and bring order to the galaxy.


LUKE: I'll never join you!


VADER: If you only knew the power of the dark side. Obi-Wan never told

you what happened to your father.


LUKE: He told me enough! He told me you killed him.


VADER: No. I am your father.


           Shocked, Luke looks at Vader in utter disbelief.


LUKE: No. No. That's not true! That's impossible!


VADER: Search your feelings. You know it to be true.


LUKE: No! No! No!


VADER: Luke. You can destroy the Emperor. He has foreseen this. It is

your destiny. Join me, and we can rule the galaxy as father and son.

Come with me. It's the only way.


           Vader puts away his sword and holds his hand out to Luke.

           A calm comes over Luke, and he makes a decision. In the

        next instant he steps off the gantry platform into space. The

        Dark Lord looks over the platform and sees Luke falling far

        below. The wind begins to blow at Vader's cape and the torrent

        finally forces him back, away from the edge. The wind soon

        fades and the wounded Jedi begins to drop fast, unable to grab

        onto anything to break his fall.


INTERIOR: REACTOR SHAFT


           Suddenly Luke is sucked into an exhaust pipe in the side of

        the shaft. When Vader sees this, he turns and hurries off the

        platform.


INTERIOR: EXHAUST PIPE


           Luke tumbles through the exhaust pipe.

           He slides to the end of the slickly polished pipe and stops

        as his feet hit a circular grill and knock it open. Luke claws

        at the surface of the pipe, trying to keep from sliding out

        into space.


EXTERIOR: BOTTOM OF CLOUD CITY -- WEATHER VANE -- DUSK


           Unable to hang onto the pipe, Luke tumbles out, emerging at

        the undermost part of Cloud City. Reaching out desperately, he

        manages to grab onto on electronic weather vane.


LUKE: Ben...Ben, please!


           Luke tries to pull himself up on the weather vane but slips

        back down. He hooks one of his legs around the fragile

        instruments. All the while, a powerful current of air rushes

        out at him from the exhaust pipe.


LUKE: Ben. Leia!


           There is an ominous cracking sound from the base of the

        weather vane and a piece breaks off, falling into the clouds

        far below.


LUKE: Hear me! Leia!


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Leia seems to be lost in a fog, her expression troubled.

        Chewie is busy operating the ship. Lando stands next to the

        Wookiee, watching a readout on the control panel.


LEIA: Luke...We've got to go back.


           Chewie growls in surprise.


LANDO: What?


LEIA: I know where Luke is.


LANDO: But what about those fighter?


           Chewie barks in agreement with Lando.


LEIA: Chewie, just do it.


LANDO: But what about Vader?


           Chewie turns on Lando, the newcomer, with an ominous growl.


LANDO: All right, all right, all right.


EXTERIOR: CLOUD CITY -- MILLENNIUM FALCON -- DUSK


           The Falcon makes a graceful banking turn back toward Cloud

        City.


EXTERIOR: CLOUD CITY -- LANDING PLATFORM


           Vader enters the landing platform and watches as the speck

        that is the Falcon disappears. The wind blows at his cape.

           He turns to two aides who are standing near the entrance to

        the landing platform.


VADER: Bring my shuttle.


EXTERIOR: BOTTOM OF CLOUD CITY -- WEATHER VANE


           Nearly unconscious, Luke hangs upside-down on the weather

        vane as his body shifts in the wind.


EXTERIOR: MILLENNIUM FALCON -- BOTTOM OF CLOUD CITY


           The Falcon dives to the underside of the floating city.

        Three TIE fighter close in on the starship.


INTERIOR: MILLENNIUM FALCON


           Leia tries to remain calm.


LANDO: (pointing out the cockpit window) Look, someone's up there.


LEIA: It's Luke. Chewie, slow down. Slow down and we'll get under him.

Lando, open the top hatch.


           Lando rushes out of the cockpit.


EXTERIOR: BOTTOM OF CLOUD CITY -- WEATHER VANE


           Luke hangs by one arm from the crossbar of the weather

        vane. He slips from the bar and grabs onto the pole of the

        vane as the Falcon banks toward him. The Falcon positions

        itself under Luke as Lando moves up through the opening of the

        hatch. Luke begins to slide and finally falls from the vane

        into space.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Out the cockpit window, Leia sees Luke falling from the

        bottom of the city. The ship gains on him.


LEIA: Okay. Easy, Chewie.


           The Falcon closes in on Luke.


EXTERIOR: BOTTOM OF CLOUD CITY


           Three TIE fighters race toward the Falcon, firing away.


INTERIOR: MILLENNIUM FALCON -- HATCH


           The hatch pops open with a hiss of pressure. Lando reaches

        out to help the battered warrior inside the ship.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Flak bursts all around it as the Falcon banks away from the

        city. Leia and Chewie struggle with the controls.


LEIA: (into intercom) Lando?


LANDO: (over intercom) Okay, let's go.


EXTERIOR: BOTTOM OF CLOUD CITY


           The Falcon races away. It is closely followed by three TIE

        fighters, all of which keep up a heavy laser assault on the

        fleeing starship.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Explosions erupt all around the cockpit, buffeting the ship

        wildly. Chewie howls as he frantically tries to control the

        ship.

           Leia and Chewie turns to see Luke, bloody and battered,

        enter the cockpit supported by Lando. Leia jumps up and hugs

        him while Chewie barks in joyous relief.


LUKE: Oh, Leia.


LANDO: All right, Chewie. Let's go.


           Leia helps Luke from the cockpit as another huge blast

        rocks the ship.


EXTERIOR: SPACE -- CLOUD CITY -- DAY


           The Falcon, still followed by the three TIE fighters, races

        away from the cloud-covered city.


INTERIOR: MILLENNIUM FALCON -- SLEEPING QUARTERS


           Luke rests on a cot, his injured arm wrapped in a

        protective cuff. Leia gently wipes his face. The ship lurches

        again.


LEIA: I'll be back.


           She kisses him, then leaves the quarters.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           All over the ship muted alarm buzzers sound. Lando

        anxiously watches the flashing lights on the control panel and

        hurriedly adjusts some switches. Seated next to him, Chewie

        points out a new blip appearing on the panel. Leia, watching

        over their shoulders, recognizes the shape.


LEIA: Star Destroyer.


LANDO: All right, Chewie. Ready for light-speed.


LEIA: If your people fixed the hyperdrive.


           Another explosion rocks the ship. Leia notices as a green

        light on the panel next to her flashes on.


LEIA: All the coordinates are set. It's now or never.


           Chewie barks in agreement.


LANDO: Punch it!


           The Wookiee shrugs and pulls back on the light-speed

        throttle. The sound of the ion engine changes...it is winding

        up. Faces are tense, expectant. But nothing happens, and the

        engine goes off. Chewie lets out a frustrated howl. The flak

        still violently rocks the ship.


LANDO: They told me they fixed it. I trusted them to fix it. It's not

my fault!


           Chewie gets up from his chair and starts out of the

        cockpit. He gives Lando and angry shove as he storms past him.


EXTERIOR: SPACE


           In the distance the TIE fighters continue their chase,

        still shooting lasers. Vader's Star Destroyer moves behind

        them, determinedly following the Falcon.


INTERIOR: VADER'S STAR DESTROYER -- BRIDGE


           Vader stands on the bridge looking out the window as

        Admiral Piett approaches him.


PIETT: They'll be in range of our tractor beam in moments, lord.


VADER: Did your men deactivate the hyperdrive on the Millennium

Falcon?


PIETT: Yes, my lord.


VADER: Good. Prepare the boarding party and set for your weapons for

stun.


PIETT: Yes, my lord.


INTERIOR: MILLENNIUM FALCON


           Beeping while he works, Artoo is busy connecting some wires

        to Threepio who now has one leg attached.

           Chewie enters through the doorway, grunting to himself.


THREEPIO: Noisy brute. Why don't we just go into light-speed?


           Artoo beeps in response.


THREEPIO: We can't? How would you know the hyperdrive is deactivated?


           Artoo whistles knowingly.


THREEPIO: The city's central computer told you? Artoo-Detoo, you know

better than to trust a strange computer. Ouch! Pay attention to what

you're doing!


           Chewie is in the pit. He is trying to loosen something with

        an enormous wrench. Frustrated, he uses the wrench like a club

        and hits the panel...


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Leia and Lando, seated in front of the control panel, are

        suddenly sprayed by a shower of sparks.


INTERIOR: VADER'S STAR DESTROYER -- BRIDGE


           Vader stands on the bridge, watching as the Millennium

        Falcon is chased by the TIE fighters. As his Destroyer draws

        nearer, Vader's breathing gets slightly faster.


VADER: Luke.


INTERIOR: MILLENNIUM FALCON -- SLEEPING QUARTERS


           Luke realizes that Vader's ship is very near. He feels

        resigned to his fate. He senses that he is beaten, more

        emotionally than physically.


LUKE: Father.


INTERIOR: VADER'S STAR DESTROYER -- BRIDGE


VADER: Son, come with me.


INTERIOR: MILLENNIUM FALCON -- SLEEPING QUARTERS


LUKE: (moaning) Ben, why didn't you tell me?


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Lando and Leia are at the controls of the Falcon.

        Meanwhile, in the ship's hold, Chewie continues to work

        frantically on the hyperdrive mechanism.


LANDO: (into intercom) Chewie!


EXTERIOR: SPACE


           The Falcon races through space followed very closely by the

        TIE fighters and the huge Imperial Star Destroyer.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Luke enters the cockpit and looks out the window. He is

        almost unconscious with pain and depression.


LUKE: It's Vader.


INTERIOR: VADER'S STAR DESTROYER -- BRIDGE


VADER: Luke...it is your destiny.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


LUKE: Ben, why didn't you tell me?


INTERIOR: VADER'S STAR DESTROYER -- BRIDGE


PIETT: Alert all commands. Ready for the tractor beam.


INTERIOR: MILLENNIUM FALCON -- HOLD


           Artoo races to a control panel and starts working on a

        circuit board. Furious, Threepio stands on one leg, yelling.


THREEPIO: Artoo, come back at once! You haven't finished with me yet!

You don't know how to fix the hyperdrive. Chewbacca can do it. I'm

standing here in pieces, and you're having delusions of grandeur!


           Artoo moves a circuit on a control panel. Suddenly, the

        control panel lights up.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Leia and Lando are thrown into their seats as the

        Millennium Falcon unexpectedly shoot into hyperspace.


INTERIOR: MILLENNIUM FALCON -- HOLD


           The ship tilts up and Artoo topples into the pit on top of

        Chewie.


THREEPIO: Oh, you did it!


EXTERIOR: SPACE


           The Falcon soars into infinity and away from the huge Star

        Destroyer which seems, by contrast, to stand still.


INTERIOR: VADER'S STAR DESTROYER -- BRIDGE


           Admiral Piett and another captain glance at Vader in

        terror. Vader turns slowly and walks off the bridge, his hands

        held behind his back in a contemplative gesture.


EXTERIOR: SPACE -- REBEL CRUISER


           The Millennium Falcon is attached to a huge Rebel cruiser

        by a docking tube. Rebel fighters move about the giant

        cruiser, and a Rebel transport ship hovers near the fleet.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


           Lando sits in the pilot's seat as he talks into the

        comlink. Chewie busily throws a variety of switches in

        preparation for takeoff.


LANDO: (into comlink) Luke, we're ready for takeoff.


LUKE: (over comlink) Good luck, Lando


LANDO: (into comlink) When we find Jabba the Hut and that bounty

hunter, we'll contact you.


INTERIOR: STAR CRUISER -- MEDICAL CENTER


           Luke speaking into the comlink as a medical droid works on

        his hand. Leia stands near him while Threepio and Artoo look

        out the window.


LUKE: (into comlink) I'll meet you at the rendezvous point on

Tatooine.


INTERIOR: MILLENNIUM FALCON -- COCKPIT


LANDO: (into comlink) Princess, we'll find Han. I promise.


INTERIOR: STAR CRUISER -- MEDICAL CENTER


LUKE: (into comlink) Chewie, I'll be waiting for your signal.


           Chewie's wail comes over the comlink.


LUKE: (into comlink) Take care, you two. May the Force be with you.


           Luke looks down at his hand. A metalized type of bandage

        has been wrapped around his wrist. The medical droid makes

        some adjustments in a tiny electronic unit, then pricks each

        one of Luke's fingers.


LUKE: Ow!


           Luke wriggles his fingers, makes a fist, and relaxes it.

        His hand is completely functional.

           He gets up and walks over to Leia. There is a new bond

        between them, a new understanding. Leia is thinking about Han;

        Luke is thinking about his uncertain and newly complicated

        future. Together they stand at the large window of the medical

        center looking out on the Rebel Star Cruiser and a dense,

        luminous galaxy swirling in space. Luke puts his arm around

        Leia. The droids stand next to them, and Threepio moves closer

        to Artoo putting his arm on him. The group watches as the

        Millennium Falcon moves into view, makes a turn, and zooms

        away into space.


EXTERIOR: SPACE -- REBEL STAR CRUISER


           While Luke, Leia, and the droids stand, looking out the

        window of the star cruiser, two escort fighters join the large

        ship. Slowly, the cruiser turns and moves away into space.


DISSOLVE TO:


EXTERIOR: GALAXY -- SPACE



             END CREDITS FADE IN AND OUT OVER BACKGROUND


                               THE END

                                   

                             Directed by

                            IRVIN KERSHNER

                             Produced by

                              GARY KURTZ

                            Screenplay by

                  LEIGH BRACKETT and LAWRENCE KASDAN

                               Story by

                             GEORGE LUCAS

                          Executive Producer

                             GEORGE LUCAS

                                   

                               STARRING

Luke Skywalker                                           MARK HAMILL

Han Solo                                                 HARRISON FORD

Princess Leia                                            CARRIE FISHER

Lando Calrissian                                         BILLY DEE WILLIAMS

C-3PO                                                    ANTHONY DANIELS

                             CO-STARRING

                                   

Darth Vader                                                    DAVID PROWSE

Chewbacca                                                      PETER MAYHEW

R2-D2                                                          KENNY BAKER

Yoda                                                           FRANK OZ

                                   

                         Production Designer

                           NORMAN REYNOLDS

                       Director of Photography

                       PETER SUSCHITZKY b.s.c.

                              Edited by

                          PAUL HIRSCH a.c.e.

                        Visual Special Effects

                    BRIAN JOHNSON, RICHARD EDLUND

                               Music by

                            JOHN WILLIAMS

              Performed by the London Symphony Orchestra

                         Associate Procuders

                      ROBERT WATTS, JAMES BLOOM

                                   

                           SUPPORTING CAST

Ben (Obi-Wan) Kenobi                                         ALEC GUINNESS

Boba Fett                                                    JEREMY BULLOCH

Lando's Aide                                                 JOHN HOLLIS

Chief Ugnaught                                               JACK PURVIS

Snow Creature                                                DES WEBB

Performing Assistant for Yoda                                KATHRYN MULLEN

Voice of Emperor                                             CLIVE REVILL

                                   

                           IMPERIAL FORCES

                                   

Admiral Piett                                               KENNETH COLLEY

General Veers                                               JULIAN COLLEY

Admiral Ozzel                                               MICHAEL SHEARD

Captain Needa                                               MICHAEL CULVER

                            Other Officers

        JOHN DICKS, MILTON JOHNS, MARK JONES, OLIVER MAGUIRE,

                             ROBIN SCOBEY

                                   

                             REBEL FORCES

General Rieekan                                           BRUCE BOA

Zev (Rouge 2)                                             CHRISTOPHER MALCOM

Wedge (Rouge 3)                                           DENNIS LAWSON

Hobbie (Rouge 4)                                          RICHARD OLDFIELD

Dak (Luke's Gunner)                                       JOHN MORTON

Janson (Wedge's Gunner)                                   IAN LISTON

Major Derlin                                              JOHN RATZRNBERGER

Deck Lieutanant                                           JAKE McKENZIE

Head Controller                                           JERRY HARTE

                            Other Officers

      NORMAN CHANCER, NORWICH DUFF, RAY HASSETT, BRIGITTE KAHN,

                            BERNELL TUCKER

                                   

               Design Consultant and Conceptual Artist

                           RALPH McQUARRIE

                            Art Directors

               LESLIE DILLEY, HARRY LANCE, ALAN TOMKINS

                            Set Decorator

                             MICHAEL FORD

                         Construction Manager

                              Bill Welch

                       Assistant Art Directors

                      MICHAEL LAMONT, FRED HOLE

                            Sketch Artist

                             IVOR BEDDOES

                              Draftsman

TED AMBROSE, MICHAEL BOONE, REG BREAM, STEAVE COOPER, RICHARD DAWKING

                              Modellers

                 FRED EVANS, ALLAN MOSS, JAN STEVENS

                             Chief Buyer

                            EDWARDRODRIGO

                        Construction Storeman

                            DAVE MIDDLETON

                                   

                         Operating Cameramen

                      KELVIN PIKE, DAVID GARFATH

                          Assistant Camermen

                     MAURICE ARNOLD, CHRIS TANNER

                      Second Assistant Cameraman

                     PETER ROBINSON, BRIAN OSBORN

                     Matte Photography Consultant

                         STANLEY SAYER b.s.c.

                                Gaffer

                             LUARIE SHANE

                            Rigging Gaffer

                              JOHN CLARK

            Lighting Equipment and Crew from Lee Electric

                                   

                 Make-up and Special Creature Design

                           STUART FREEBORN

                         Chief Make-up Artist

                           GRAHAM FREEBORN

                           Make-up Artists

                       KAY FREEBORN, NICK MALEY

                          Chief Hairdresser

                           BARBARA RITCHIE

                           Yoda Fabrication

                            WENDY MIDENER

                                   

                           Costume Designer

                              JOHN MOLLO

                         Wardrobe Supervisor

                            TINY NICHOLLS

                          Wardrobe Mistress

                           EILEEN SULLIVAN

                                   

                           Property master

                             FRANK BURTON

                         Property Supervisor

                           CHARLES TORBETT

                     Property Dressing Supervisor

                              JOE DIPPLE

                            Head Carpenter

                            GEORGE GUNNING

                            Head Plastarer

                             BERT RODWELL

                             Head Rigger

                             RED LAWRENCE

                                   

          Sound Design and Supervising Sound Effects Editor

                              BEN BURTT

                            Sound Editors

            MICHAEL BURROW, TERESA ECKTON, BONNIE KOEHLER

                           Producion Sound

                             PETER SUTTON

                         Sound Boom Operator

                             DON WORTHAM

                        Production Maintenance

                             RON BUTCHER

                             Re-Recording

              BILL VARNEY, STEVE MASLOW, GREGG LANDAKES

                           Music Recording

                            ERIC TOMLINSON

                            Orchestrations

                          HERBERT W. SPENCER

                       Supervising Music Editor

                           KENNETH WANNBERG

                        Assistant Film Editors

    DUWAYNE DUNHAM, PHIL SANDERSON, BARBARA ELLIS, STEVE STARKEY,

                            PAUL TOMLINSON

                           Dialogue Editors

            CURT SCHULKEY, LESLIE SHATZ, JOANNE D'ANTONIO

                         Optical Coordinator

                           ROBERT FRIEDMAN

                       Assistant Sound Editors

JOHN  BENSON, JOANNE CAPPUCCELLI, KEN FISCHER, CRAIG JAEGER, NANCY JENCKS,

                           LAUREL LADEVICH

                            Foley Editors

                    ROBERT RUTLEDGE, SCOTT HECKER

                           Foley Assistants

                    EDWARD M. STEIDELE, JOHN ROESH

                       Sound Effects Recording

                              RANDY THOM

                        Recording Technicians

                 GARY SUMMERS, HOWIE, KEVIN O'CONNELL

                                   

                        Production Supervisor

                            BRUCE SHARMAN

                     Assistant Production Manager

                             PATRICA CARR

                        Production Coordinator

                             MIKI HERMAN

                       First Assistant Director

                            DAVID TOMBLIN

                      Second Assistant Directors

                      STEVE LANNING, ROY BUTTON

                           Location Manager

                            PHILIP KOHLER

                              Continuity

                      KAY RAWLINGS, PAMELA MANN

                               Casting

               IRENE LAMB, TERRY LEIBLING, ROB EDMISTON

                        Assistant to Producer

                             BUNNY ALSUP

                        Assistant to Direcctor

                             Debbie Shaw

                   Assistant to Executive Producer

                               JANE BAY

                        Production Assistants

              BARBARA HARLEY, NICK LAWS, CHARLES WESSLER

                          Stunt Coordinator

                            PETER DIAMOND

                            Stunt Doubles

                     BOB ANDERSON, COLIN SKEAPING

                        Production Accountant

                              RON PHIPPS

                         Assistant Accountant

                           MICHAEL LARKINS

                         Set Cost Controller

                              KEN GORDON

                         Location Accountant

                               RON COOK

                          Staff Photographer

                            GEORGE WHITEAR

                            Unit Publicist

                             ALANN ARNOLD

                         Assistant Publicist

                             KRISTEN WING

                                   

                          Studio Secont Unit

                              Directors

                      HARLEY COKLISS, JOHN BARRY

                       Directory of Photography

                             CHRIS MENGES

                          Assistant Director

                           DOMINIC FULFORD

                      Second Assistant Director

                          ANDREW MONTGOMERY

                                   

                         Location Secont Unit

                               Director

                           PETER MacDONALD

                       Director of Photography

                             GEOFF GLOVER

                         Operating Cameraman

                              BOB SMITH

                         Assistant Cameramen

                     JOHN CAMPBELL, MIKEBREWSTER

                      Second Assistant Cameramen

                        JOHN KEEN, GREG DUPRE

                              Dolly Grip

                              FRANK BATT

                          Production Manager

                            SVIEN JOHANSEN

                         Assistant Directors

                       BILL WESTLEY, OLA SOLUM

                                   

                Production and Mechanical Effects Unit

                    Mechanical Effects Supervisor

                             NICK ALLDER

                       Location Unit Supervisor

                             ALLAN BRYCE

                       Senor Effects Technician

                       NIEL SWAN, DAVE WATKINS

                   Robot Fabrication and Supervisor

                        ANDREW KELLY, RONHONE

                         Effects Technicians

PHIL KNOWLES, BARRY WHITROD, MARTIN GANT, BRIANEKE, GUY HUDSON, DENNIS LOWE

                         Effects Engineering

                     ROGER NICHILLS, STEVE LLOYD

                         Electrical Engineer

                              JOHN hatt

                        Electircal Consultant

                            ROB DICKINSON

                          Model Construction

                            JOHN PAKENHAM

                          Effects Assistants

               ALAN POOLE, DIGBY MILNER, ROBERT McLAREN

                          Effects Secretary

                              GILL CASE

                                   

                  Miniature and Optical Effects Unit

                   Effects Director of Photography

                             DENNIS MUREN

                          Effects Cameramen

                      KEN RALSTON, JIM VEILLEUX

                           Camera Operators

                          DON DOW, BILL NEIL

                         Assistant Cameramen

SELWYN EDDY, JODY WESTHIEMER, RICK FIGHTER, CLINT PALMER, MICHAEL McALISTER,

              PAUL HUSTON, RICHARD FISH, CHRIS ANDERSON

                                   

                    Optical Photography Supervisor

                           BRUCE NICHOLSON

                      Optical Printer Operators

                DAVID BERRY, KENNETH SMITHDONALD CLARK

                           Optical Line-up

WARREN FRANKLIN, MARK YARGO, PETER AMUNDSON, LORING DOYLE, THOMAS ROSSETER,

                       TAM PILLSBURY, JAMES LIM

                         Optical Coordinator

                            LAURIE VERMONT

                        Labroatory Technicians

                 TIM GEIDEMAN, DUNCAN MYERS, ED JONES

                                   

                    Art Director - Visual Effects

                             JOE JOHNSTON

                        Assistant Art Director

                          NILO MODIS JAMERO

                                   

                        Stop Motion Animation

                        JON BERG, PHIT TIPPETT

                       Stop Motion Technicians

                      TOM ST. AMANO, DOUG BESICK

                                   

                      Matte Painting Supervisor

                          HARRISON ELLENSHAW

                            Matte Artista

                  RALPH McQUARRIE, MICHAEL PANGRAZIO

                          Matte Photography

                             NEIL KREPELA

                     Additional Matte Photography

                            MICHAEL LAWLER

                     Matte Photography Assistants

                     CRAIG BARRON, ROBERT ELSWIT

                                   

                          Chief Model Maker

                            LORNE PETERSON

                          Modelshop Foreman

                             STEVE GAWLEY

                             Model Makers

PAUL HUSTON, TOM RUDDUCK, MICHAEL FULMER, SAMUEL ZOLLTHEIS, CHARLES BAILEY,

EASE OWYEUNG, SCOTT MARSHALL, MARC THORPE, WESLEY SEEDS, DAVE CARSON,

                       ROB GEMMEL, PAT McCLUNG

                                   

                  Animation and Rotoscope Supervisor

                             PETER KURAN

                              Animators

SAMUEL COMSTOCK, GARRY ALLER, JOHN VAN VLIET, RICK TAYLOR, KIM KNOWLTON,

                CHRIS CASADY, NINA SAXON, DIANA WILSON

                                   

                 Visual Effects Editorial Supervisor

                             CONRAD BUFF

                            Effects Editor

                            MICHAEL KELLY

                      Assistant Effects Editors

                     ARTHUR REPOLA, HOWARD STEIN

                          Apprentice Editor

                              JON THALER

                                   

                      Production Administration

                            DICK GALLEGLY

                         Production Secretary

                             PATRICA BLAU

                         Production Associate

                             THOMAS BROWN

                        Production Accountant

                             RAY SCALICE

                        assistant Accountants

              GLENN PHILLIPS, PAM TRAAS, LAURA CROCKETT

                         Production Assistant

                            JENNY OZNOWICZ

                            Transportation

                            ROBERT MARTIN

                          Still Photography

                            TERRY CHOSTNER

                            Lab Assistant

                           ROBERTO McGRAITH

                                   

                     Electronic Sysstems Designer

                            JERRY JEFFRESS

                          System Programming

                              KRIS BROW

                         Electronic Engineers

                LHARY MEYER, MIKE MacKENZIE, GARY LEO

                     Special Project Coordinator

                             STUART ZIFF

                   Equipment Engineering Supervisor

                            GENE WHITEMAN

                           Design Engineer

                             MIKE BOLLES

                              Machinists

                      UDO PAMPEL, GREG BEAUMONTE

                              Draftsman

                              ED TENNLER

                           Special Projects

                             GARY PLATER

                     Supervising Stage Technician

                             T.E. MEHNKE

                          Stage Technicians

WILLIAM BECK, BOBBY FINLEY, LEO LOVERRO, EDWARD HIRSH, DICK DOVA, ED BREED

                        Miniature Pyrotechnics

              JOSEPH VISKOCIL, DAVE PIER, THAINE MORRIS

                                   

                Optical Printer Compenent Manufacturer

                          GEORGE RANDLE CO.

                      Camera and Movement Design

                            JIM BEAUMONTE

                       Special Optical Designer

                            DAVID GRAFTON

                     Special Optical Fabrication

                      J.L. WOOD OPTICAL SYSTEMS

                Optical Printer Component Enginnering

                          FRIES ENGINNERING

                     High Speed Camera Movements

                        MITCHELL CAMERA CORP.

                       Ultra High Speed Cameras

                        BRUCE HILL PRODUCTIONS

                                   

                             Color Timer

                               ED LEMKE

                           Negative Cutting

                     ROBERT HART, DARRELL HIXSON

                           Dolby Consultant

                            DONDIGIROLAMO

                      Additional Optical Effects

VAN DER VEER PHOTO EFFECTS, MODERN FILM EFFECTS, RAY MERCER & COMPANY,

              WESTHEIMER COMPANY, LOOKOUT MOUNTAIN FILMS

                                   

       Aerial Camera Systems by Westcam Camera Systems (Europe)

                           Aerial Cameraman

                             RON GOODMAN

                              Assistant

                           MARGARAT HARRON

          Helicopter Supplied by Dollar Air Services Limited

                                Pilot

                              MARK WOLFE

Cloud Plates Photographed with Astrovision by Continental Camera Systems Inc.

                Snow Vehicles Supplied by Aktiv Fisher

           R2 Bodies Fabricated by White Horse Toy Company

       Special Assistance from Giltspur Engineering and Company

      Photographed on he Hardangerjskuien Glacier, Finse, Norway

           and at EMI Elstree Studios, Borehamwood, England

           Music Recorded at Anvil Studios, Danham, England

   Re-Recording at Samuel Goldwyn Studiaos, Los Angeles, California

    Special Visual Effects Produced at Industrial Light and Magic,

                       Marin County, California


Filmed in Panavision                                  Recorded in Dolby Stereo


Color by Rank Film Laboratories                               Prints by Deluxe


A Lucasfilm Ltd. Production                     A Twenieth Century-Fox Release


Original Soundtrack on RSO Records          Novalization from Ballantine Books



                     TM Lucasfilm Ltd. (LFL) 1980


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