The Empire Strikes Back Script

THE EMPIRE STRIKES BACK


Written by

Lawrence Kasdan

and

Leigh Brackett


From a story by George Lucas





EXT. 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.

EXT. 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.

EXT. 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.

EXT. HOTH - REBEL BASE ENTRANCE - DAY

A stalwart figure rides his Tauntaun up to the entrance of an enormous
ice cave.

INT. 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.

INT. 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 braided 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.

INT. 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.

INT. 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'
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.

INT. 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,
let's find Princess Leia. Between
ourselves, I think Master Luke is
in considerable danger.

INT. 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.

EXT. 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.

EXT. 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.

EXT. 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.

EXT. 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.

EXT. 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.

INT. 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.

EXT. 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 inside 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.

EXT. HOTH - SNOWDRIFT - DAWN

Four snub-nosed armored snowspeeders race across the white landscape.

INT. 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.

EXT. HOTH - SNOWDRIFT

The small craft banks and makes a slow arc, then races off in a new
direction.

INT. SNOWSPEEDER - COCKPIT

The pilot switches over to a new transmitter.

ZEV
(into transmitter)
This is Rogue Two. this is Rogue
Two. Captain Solo, so you copy?
Commander Skywalker, do you copy?
This is Rogue 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 Rogue Two. I
found them. Repeat, I found them.

EXT. 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.

INT. 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.

INT. 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 so 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 your
delusions, laser brain.

Chewie is amused; he laughs in his manner. Han, enjoying himself,
regards Chewie good-humoredly.

HAN
Laugh it up, fuzzball. 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 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.

INT. 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 Rogues Ten and Eleven to
station three-eight.

EXT. 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.

INT. 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.

EXT. 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.

INT. 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 from
a probe droid in the Hoth system,
but it's the best lead we've 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.

INT. 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.

INT. 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.

INT. 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 a while
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.

INT. 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.

INT. 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.

INT. 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.

INT. 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.

EXT. 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.

EXT. 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.

INT. 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.

EXT. ICE PLAIN

The Rebel transport and two escort fighters begin their departure from
the ice planet.

EXT. SPACE - IMPERIAL STAR DESTROYER

A huge Imperial Star Destroyer rest against a sea of stars, far above
the white surface of the planet Hoth.

INT. 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.

INT. REBEL BASE - COMMAND CENTER

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

EXT. REBEL BASE ICE CAVE - ION CANNON

The giant ball-shaped ion cannon rotates into position and blasts two
red energy beams skyward.

EXT. 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.

INT. 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 like I could take
on the whole Empire myself.

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

EXT. 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.

EXT. 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.

INT. 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.

EXT. 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.

INT. LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

EXT. 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.

INT. LUKE'S SNOWSPEEDER, ROGUE 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!

EXT. 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.

INT. LUKE'S SNOWSPEEDER, ROGUE 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?

EXT. 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.

EXT. HOTH - ICE PLAIN - SNOWTRENCH

Rebel troops fire on the approaching walkers, as the snow and ice
explode all around them.

EXT. 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.

INT. 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.

INT. LUKE'S SNOWSPEEDER, ROGUE 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)
Rogue 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.

EXT. HOTH - ICE PLAIN - BATTLEFIELD

Rogue Leader and another snowspeeder fly in tight formation toward the
walker as explosions burst all around them.

INT. LUKE'S SNOWSPEEDER, ROGUE 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.

EXT. HOTH - ICE PLAIN - SNOW TRENCH AREA

Rebel troops fire the dishlike ray gun while explosions erupt around
them.

EXT. HOTH - ICE PLAIN - BATTLEFIELD

Two walkers lumber toward the Rebel base as a speeder between them
explodes in a ball of flames.

EXT. HOTH - ICE PLAIN - SNOW TRENCH

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

INT. 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.

INT. LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

LUKE
(into comlink)
Rogue Three.

INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

WEDGE
(into comlink)
Copy, Rogue 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, Rogue Leader.

INT. LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

LUKE
(into comlink)
Steady, Rogue Two

EXT. HOTH - BATTLEFIELD

Wedge's speeder races through the legs of one of the monstrous walkers.

INT. WEDGE'S SNOWSPEEDER, ROGUE 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.

EXT. HOTH - BATTLEFIELD

The harpoon hurtles toward the walker, In an instant it is embedded in
one of the walker's legs.

INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

WEDGE
(to gunner)
Good shot, Janson.

EXT. HOTH - BATTLEFIELD

The speeder Rogue Three races around one of the giant walker's feet,
trailing the cable behind it. Continuing around the back foot, Rogue
Three then circles the walker around the tail end.

INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

Wedge checks his controls and banks around the front of the walker.

WEDGE
One more pass.

JANSON
Coming around. Once more.

EXT. HOTH - BATTLEFIELD

The speeder sweeps left to right in front of the giant legs, towing the
cable behind it.

INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

JANSON
Once more.

Wedge swings the speeder between the legs of the giant walker.

JANSON
Cable out! Let her go!

WEDGE
Detach cable.

EXT. WEDGE'S SNOWSPEEDER, ROGUE THREE

The cable release on the back of the speeder snaps loose and the cable
drops away.

INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

JANSON
Cable detached.

EXT. 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.

EXT. 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.

INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

Wedge lets out a triumphant yell, banking his speeder away from the
fallen walker.

WEDGE
(into comlink)
Whooha! That got him!

INT. LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

INT. 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.

INT. 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 good care of yourself.
Oh, dear, oh, dear.

EXT. 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.

INT. 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.

EXT. HOTH - BATTLEFIELD

Luke's speeder and Rogue Two fly in formation, banking from right to
left and flying above the erupting battlefield. Flak bursts all around
them.

INT. LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

Luke, glancing over, sees Rogue Two on his left. His ship shudders as
flak bursts nearby.

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

INT. ZEV'S SNOWSPEEDER, ROGUE TWO - COCKPIT

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

INT. LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

EXT. HOTH - BATTLEFIELD

The two speeders race across the horizon toward the giant walkers.

INT. ZEV'S SNOWSPEEDER, ROGUE TWO - COCKPIT

ZEV
(into comlink)
Coming around.

INT. LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

INT. ZEV'S SNOWSPEEDER, ROGUE TWO - COCKPIT

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

LUKE
(over comlink)
Stay tight and low.

EXT. ZEV'S SNOWSPEEDER, ROGUE TWO

Luke's speeder moves in formation with Rogue 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. Rogue Two explodes in a million flaming pieces.

INT. LUKE'S SNOWSPEEDER, ROGUE 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!

INT. 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!

EXT. 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.

EXT. HOTH - BATTLEFIELD

Three of the giant walkers, firing lasers, advance toward the Rebel
headquarters.

EXT. HOTH - SNOW TRENCH

Continuing their retreat, the Rebels see the walkers looming ever
nearer.

EXT. 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.

EXT. 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.

INT. 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.

EXT. HOTH - BATTLEFIELD

The Rebel troops continue their desperate retreat, pushed back by the
relentless Imperial assault.

INT. 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!!

INT. HOTH - REBEL BASE - COMMAND CENTER

Imperial troops have reached the base. As they push through the
blocked passageway, Darth Vader strides behind them.

INT. 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.

INT. 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!

INT. 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.

INT. REBEL BASE - MAIN HANGER - MILLENNIUM FALCON

A distant, huge, explosion rocks the hangar deck. Ice cakes come
crashing down on the Millennium Falcon.

INT. 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.

INT. MAIN HANGAR - MILLENNIUM FALCON - COCKPIT

They move to the cockpit where Han flips some more switches. Leia
watches him, impatient, disbelieving.

LEIA
This 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.

INT. HOTH - REBEL BASE - MAIN HANGAR

Stormtroopers hurriedly set up a large bazookalike weapon. Behind them
the giant hangar doors open slowly.

EXT. 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.

INT. 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.

INT. 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.

EXT. 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.

EXT. SPACE - LUKE'S X-WING

Luke's fighter, its wings closed, speeds away from the icy planet.
Soon it disappears into the stars.

INT. 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.

EXT. 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.

INT. 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.

EXT. 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.

INT. 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.

EXT. 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.

INT. 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 that the hyperdrive
motivator has been damaged. It's
impossible to go to light-speed!

HAN
We're in trouble!

The explosions become heavier.

EXT. 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.

INT. MILLENNIUM FALCON - COCKPIT

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

INT. MILLENNIUM FALCON - HOLD

Han works furiously at some control panels while giving various orders
to Chewie.

HAN
Horizontal boosters...!
(Chewie barks)
Alluvial dampers...! Well that's
not it.
(Chewie barks)
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.

INT. 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!

EXT. 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.

EXT. SPACE - STAR DESTROYER - ASTEROID BELT

The massive Star Destroyer blasts oncoming asteroids as it follows the
Falcon. Smaller asteroids explode across its vast surface.

EXT. 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.

INT. 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
those big ones.

LEIA
Closer?

THREEPIO
Closer?!

Chewbacca barks the same word, only louder.

EXT. 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.

INT. 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.

EXT. MILLENNIUM FALCON - GIANT ASTEROID CRATER

The Millennium Falcon dives into the huge crater and disappears.

INT. MILLENNIUM FALCON - COCKPIT

LEIA
I hope you know what you're doing.

HAN
Yeah, me too.

INT. 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.

EXT. 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.

INT. 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.

EXT. SPACE - DAGOBAH - LUKE'S X-WING

The X-wing continues its flight through the twilight above the cloud-
covered planet.

INT. 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.

EXT. 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.

EXT. 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.

EXT. 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.

INT. 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.

EXT. 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.

INT. 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
(continuing)
... 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)
... 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.

EXT. SPACE - ASTEROID FIELD

The Imperial fleet moves through the asteroid-filled void, intently
seeking its prey.

INT. 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.

EXT. 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.

INT. 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.

EXT. 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.

INT. 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 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.
All his life has he looked away...
to the future, to the horizon.
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.

EXT. 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.

INT. 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.

INT. 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.

EXT. 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
little 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.

INT. 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 in
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!

INT. 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.

INT. 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.

EXT. 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.

EXT. MILLENNIUM FALCON - GIANT ASTEROID

The Falcon races out of the asteroid crater and into the deadly rain of
the asteroid storm.

EXT. 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. Mmmmmmmm.

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.

INT. 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.

EXT. DAGOBAH - CAVE - DUSK

Meanwhile, Yoda sits on the root, calmly leaning on his Gimer Stick.

EXT. SPACE - VADER'S STAR DESTROYER

Vader's Imperial Star Destroyer moves through space, guarded by its
convoy of TIE fighters.

INT. 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.

EXT. 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.

INT. 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.

EXT. 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.

INT. 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!

EXT. 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.

INT. 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.

EXT. 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. Its 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.

EXT. SPACE - IMPERIAL FLEET

The fleet around Vader's Star Destroyer now includes Needa's Star
Destroyer, the Avenger.

INT. 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.

EXT. 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.

INT. 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 that is
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.

EXT. 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.

EXT. 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.

EXT. BESPIN SYSTEM - MILLENNIUM FALCON - DAWN

The powerful pirate starship blasts through space as it heads toward
the soft pink planet of Bespin.

EXT. 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.

INT. 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?

EXT. 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.

EXT. CLOUD CITY - LANDING PLATFORM - MILLENNIUM FALCON

With the cloud cars still guarding it, the Falcon lands on one of the
Cloud City's platforms.

EXT. 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.

INT. 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.

EXT. 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.

EXT. 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.

EXT. LANDING PLATFORM - DOOR OF MILLENNIUM FALCON.

THREEPIO
Well, he seems very friendly.

LEIA
(wary)
Yes... very friendly.

EXT. 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.

INT. 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.

INT. 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.

INT. 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.

EXT. 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
all 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.

EXT. SPACE - PLANET DAGOBAH

Luke's tiny X-wing rockets away from the green planet of Dagobah and
off into space.

INT. 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.

INT. 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.

INT. 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.

INT. 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.

INT. 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.

EXT. LUKE'S X-WING - BESPIN SYSTEM

Luke's X-wing races through thick clouds toward Cloud City.

INT. 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.

INT. 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!

INT. 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 Vader leaves the torture room just as Han screams a
sharp, piercing cry of agony. Darth Vader moves to the holding
chamber, where Lando and Boba Fett await him.

INT. 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.

INT. 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. 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.

INT. 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.

EXT. SPACE - BESPIN SYSTEM - LUKE'S X-WING

Luke's X-wing moves through the clouds as it nears the city.

INT. LUKE'S X-WING - COCKPIT

Encountering no city guards, Luke scans the display panel with concern.

INT. 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
round, 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 bark.

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.

INT. 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.

INT. 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.

INT. 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.

INT. 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.

INT. 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.

INT. 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.

EXT. 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.

INT. 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!

EXT. 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.

INT. 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.

INT. 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.

INT. 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.

INT. 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.

INT. 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.

EXT. 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!

INT. 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.

INT. 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.

EXT. 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.

INT. 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 your
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! It was you
who 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 together
we can rule the galaxy as father
and son. Come with me. It is 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.

INT. 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.

INT. 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.

EXT. 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!

INT. 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.

EXT. CLOUD CITY - MILLENNIUM FALCON - DUSK

The Falcon makes a graceful banking turn back toward Cloud City.

EXT. 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.

EXT. BOTTOM OF CLOUD CITY - WEATHER VANE

Nearly unconscious, Luke hangs upside-down on the weather vane as his
body shifts in the wind.

EXT. MILLENNIUM FALCON - BOTTOM OF CLOUD CITY

The Falcon dives to the underside of the floating city. Three TIE
fighter close in on the starship.

INT. 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.

EXT. 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.

INT. 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.

EXT. BOTTOM OF CLOUD CITY

Three TIE fighters race toward the Falcon, firing away.

INT. MILLENNIUM FALCON - HATCH

The hatch pops open with a hiss of pressure. Lando reaches out to help
the battered warrior inside the ship.

INT. 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.

EXT. 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.

INT. 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.

EXT. SPACE - CLOUD CITY - DAY

The Falcon, still followed by the three TIE fighters, races away from
the cloud-covered city.

INT. 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.

INT. 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.

EXT. SPACE

In the distance the TIE fighters continue their chase, still shooting
lasers. Vader's Star Destroyer moves behind them, determinedly
following the Falcon.

INT. 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, my lord.

VADER
Did your men deactivate the
hyperdrive on the Millennium
Falcon?

PIETT
Yes, my lord.

VADER
Good. Prepare the boarding party
and set your weapons for stun.

PIETT
Yes, my lord.

INT. 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...

INT. MILLENNIUM FALCON - COCKPIT

Leia and Lando, seated in front of the control panel, are suddenly
sprayed by a shower of sparks.

INT. 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.

INT. 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.

INT. VADER'S STAR DESTROYER - BRIDGE

VADER
Son, come with me.

INT. MILLENNIUM FALCON - SLEEPING QUARTERS

LUKE
(moaning)
Ben, why didn't you tell me?

INT. 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!

EXT. SPACE

The Falcon races through space followed very closely by the TIE
fighters and the huge Imperial Star Destroyer.

INT. MILLENNIUM FALCON - COCKPIT

Luke enters the cockpit and looks out the window. He is almost
unconscious with pain and depression.

LUKE
It's Vader.

INT. VADER'S STAR DESTROYER - BRIDGE

VADER
Luke... it is your destiny.

INT. MILLENNIUM FALCON - COCKPIT

LUKE
Ben, why didn't you tell me?

INT. VADER'S STAR DESTROYER - BRIDGE

PIETT
Alert all commands. Ready for
the tractor beam.

INT. 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.

INT. MILLENNIUM FALCON - COCKPIT

Leia and Lando are thrown into their seats as the Millennium Falcon
unexpectedly shoot into hyperspace.

INT. MILLENNIUM FALCON - HOLD

The ship tilts up and Artoo topples into the pit on top of Chewie.

THREEPIO
Oh, you did it!

EXT. SPACE

The Falcon soars into infinity and away from the huge Star Destroyer
which seems, by contrast, to stand still.

INT. 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.

EXT. 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.

INT. 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.

INT. 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.

INT. MILLENNIUM FALCON - COCKPIT

LANDO
(into comlink)
Princess, we'll find Han. I
promise.

INT. 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.

EXT. 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

EXT. GALAXY - SPACE

END CREDITS FADE IN AND OUT OVER BACKGROUND



THE END