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ALL SCRIPTS



				
                          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



Star Wars: The Empire Strikes Back



Writers :   George Lucas  Lawrence Kasdan  Leigh Brackett
Genres :   Action  Adventure  Fantasy  Sci-Fi


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