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                      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