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                              STAR WARS

                              Episode V

                       THE EMPIRE STRIKES BACK

                         Script adaptation by
                  Lawrence Kasdan and Leigh Brackett
                           from a story by
                             George Lucas

                            LUCASFILM LTD.


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


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


   It is a dark time for the Rebellion. Although the Death Star has
been destroyed, Imperial troops have driven the Rebel forces from
their hidden base and pursued them across the galaxy.
   Evading the dreaded Imperial Starfleet, a group of freedom fighters
led by Luke Skywalker has established a new secret base on the remote
ice world of Hoth.
   The evil lord Darth Vader, obsessed with finding young Skywalker,
has dispatched thousands of remote probes into the far reaches of
space...


EXTERIOR: GALAXY -- PLANET HOTH

           A Star Destroyer moves through space, releasing Imperial probe
        robots from its underside.
           One of these probes zooms toward the planet Hoth and lands
        on its ice-covered surface. An explosion marks the point of
        impact.

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

           A weird mechanical sound rises above the whining of the
        wind. A strange probe robot, with several extended sensors,
        emerges from the smoke-shrouded crater. The ominous mechanical
        probe floats across the snow plain and disappears into the
        distance.

EXTERIOR: PLAIN OF HOTH -- DAY

           A small figure gallops across the windswept ice slope. The
        bundled rider is mounted on a large gray snow lizard, a
        Tauntaun. Curving plumes of snow rise from beneath the
        speeding paws of the two-legged beast.
           The rider gallops up a slope and reins his lizard to a
        stop. Pulling off his protective goggles, Luke Skywalker
        notices something in the sky. He takes a pair of
        electrobinoculars from his utility belt and through them sees
        smoke rising from where the probe robot has crashed.
           The wind whips at Luke's fur-lined cap and he activates a
        comlink transmitter. His Tauntaun shifts and moans nervously
        beneath him.

LUKE: (into comlink) Echo Three to Echo Seven. Han, old buddy, do you
read me?
           After a little static a familiar voice is heard.

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

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

HAN: (over comlink) There isn't enough life on this ice cube to fill a
space cruiser. The sensors are placed. I'm going back.

LUKE: (into comlink) Right. I'll see you shortly. There's a meteorite
that hit the ground near here. I want to check it out. It won't take
long.

           Luke clicks off his transmitter and reins back on his
        nervous lizard. He pats the beast on the head to calm it.

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

           Luke takes a small device from his belt and starts to
        adjust it when suddenly a large shadow falls over him from
        behind. He hears a monstrous howl and turns to see an eleven-
        foot-tall shape towering over him. It is a Wampa Ice Creature,
        lunging at him ferociously.

LUKE: Aaargh!

           Luke grabs for his pistol, but is hit flat in the face by a
        huge white claw. He falls unconscious into the snow and in a
        moment the terrified screams of the Tauntaun are cut short by
        the horrible snap of a neck being broken.
           The Wampa Ice Creature grabs Luke by one ankle and drags
        him away across the frozen plain.

EXTERIOR: HOTH -- REBEL BASE ENTRANCE -- DAY

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

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

           Rebel troopers rush about unloading supplies and otherwise
        securing their new base. The rider, Han Solo, swings off his
        lizard and pulls off his goggles.
           He walks into the main hangar deck toward the Millennium
        Falcon, which is parked among several fighters. Mechanics, R2
        units, and various other droids hurry about. Han stops at the
        Millennium Falcon where his Wookiee copilot, Chewbacca, is
        welding on a central lifter. Chewie stops his work and lifts
        his face shield, growling an irritated greeting to his boss.

HAN: Chewie!

           The Wookiee grumbles a reply.

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

           Chewbacca puts his mask back on and returns to his welding
        as Han leaves.

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

           A makeshift command center has been set up in a blasted area
        of thick ice. The low-ceilinged room is a beehive of activity.
        Controllers, troops, and droids move about setting up
        electronic equipment and monitoring radar signals.
           General Rieekan straightens up from a console at Han's
        approach.

RIEEKAN: Solo?

HAN: No sign of life out there, General. The sensors are in place.
You'll know if anything comes around.

RIEEKAN: Commander Skywalker reported in yet?

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

RIEEKAN: (indicates radar screen) With all the meteor activity in this
system, it's going to be difficult to spot approaching ships.

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

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

           Princess Leia, standing at a console nearby, is dressed in a
        short white combat jacket and pants. Her hair is 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.

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR

LEIA: Han!

           Han stops in the corridor and turns to face Leia.

HAN: Yes, Your Highnessness?

LEIA: I thought you decided to stay.

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

LEIA: Han, we need you!

HAN: We?

LEIA: Yes.

HAN: Oh, what about you need?

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

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

LEIA: And what precisely am I supposed to know?

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

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

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

           Leia stares at him, understanding, then laughs.

LEIA: You're imagining things.

HAN: Am I? Then why are you following me? Afraid I was going to leave
without giving you a goodbye kiss?

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

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

           Angrily, Han strides down the corridor as Leia stares after
        him.

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

           A familiar stream of beeps and whistles herald the approach
        of Artoo-Detoo and See-Threepio, who appear around a corner
        and move along an ice wall toward the main hangar.

THREEPIO: Don't try to blame me. I didn't ask you to turn on the
thermal heater. I merely commented that it was freezing in the
princess's chamber. But it's supposed to be freezing. How are we going
to dry out all her clothes? I really don't know.

           Artoo beeps a stream of protesting whistles.

THREEPIO: Oh, switch off.

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

           The two robots stop at Han Solo's space freighter. Han and
        Chewie are struggling with their central lifters.

HAN: (to Chewie) Why do you take this apart now? I'm trying to get us
out of here and you pull both of these.

           Chewie grumbles in irritation.

THREEPIO: Excuse me, sir.

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

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

HAN: What do you want?

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

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

THREEPIO: Oh. Well, Princess Leia is wondering about Master Luke. He
hasn't come back yet. She doesn't know where he is.

HAN: I don't know where he is.

THREEPIO: Nobody knows where he is.

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

           Han glances at the fading light at the entrance of the ice
        cave as night slowly begins to fall on the planet.

THREEPIO: Well, uh, you see...

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

HAN: Deck Officer. Deck Officer!

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

           Han abruptly puts his hand over Threepio's mouth as the
        deck officer approaches.

DECK OFFICER: Yes, sir?

HAN: Do you know where Commander Skywalker is?

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

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

DECK OFFICER: Yes, sir.

           The deck officer leaves hurriedly, as Han takes his hand
        off Threepio's mouth.

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

HAN: Why not?

THREEPIO: Impossible man. Come along, Artoo, lets find Princess Leia.
Between ourselves, I think Master Luke is in considerable danger.

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

           The deck officer and his assistant hurry toward Han as he
        enters the tunnel.

DECK OFFICER: Sir, Commander Skywalker hasn't come in through the
south entrance. He might have forgotten to check in.

HAN: Not likely. Are the speeders ready?

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

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

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

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

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

           Han pushes through the troops and mounts a Tauntaun.

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

HAN: Then I'll see you in hell!

           Han maneuvers his mount out of the cave and races into the
        dark bitter night.

EXTERIOR: HOTH -- ICE GORGE -- DUSK

           The jagged face of a huge ice wall sits gloomily in the dim
        twilight of a Hoth day. Luke hangs upside down, ankles frozen
        into icy stalactites, his extended arms within a foot of the
        snow floor. One side of his face is covered in a dried mask of
        frozen blood. He opens his eyes as a chilling moan of the
        hideous ice creature echoes off the gorge walls. Luke pulls
        himself up, grabs hold of his ankles, and futilely tries to
        unfasten the throngs.
           Exhausted, he drops back into his hanging position. As he
        hangs there, he spies his lightsaber lying near a pile of his
        discarded gear, about three feet out of reach.
           He focuses on the saber and, as his hand strains toward the
        weapon, he squeezes his eyes tight in concentration.
           Just as the ice creature looms over Luke, the lightsaber
        jumps into Luke's hand.
           The young warrior instantly ignites his sword, swinging up,
        and cuts himself loose from the ice. He flops to the snow in a
        heap. The startled creature moves back, his giant yellow eyes
        blinking. Luke scrambles to his feet. He swings his lightsaber
        and the beast screams in pain.

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

           Luke staggers out of the gorge into the dark and snowy
        twilight. Weak and exhausted, he stumbles down a snow bank.

EXTERIOR: HOTH -- SNOW PLAIN -- DUSK

           A small, lone figure riding a Tauntaun races through the
        hostile vastness of snow and cold. As it runs, the Tauntaun's
        legs kick up large clouds of snow and ice into the snowy air.

EXTERIOR: HOTH -- OUTSIDE ICE HANGAR -- DUSK

           Artoo stands in the falling snow, beeping worriedly.
        Threepio moves stiffly over to him.

THREEPIO: You must come along now, Artoo. There's really nothing more
we can do. And my joints are freezing up.

           Artoo beeps, long and low.

THREEPIO: Don't say thing like that! Of course we'll see Master Luke
again. He'll be quite all right, you'll see. (to himself) Stupid
little short-circuit. He'll be quite all right.

           Threepio turns to go back inside the main hangar as Artoo
        mournfully keeps his vigil.

EXTERIOR: HOTH -- SNOW DRIFT -- DUSK

           The wind is blowing quite strong now. Luke struggles to
        stay upright, but a blast of freezing snow knocks him over. He
        struggles to get up, but he can't. The young warrior from
        Tatooine drags himself a couple of feet and then collapses.

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

           Princess Leia stands inside the dark entrance to the Rebel
        base, waiting for a sign of the two Rebel heroes. She shivers
        in the cold wind as, nearby, Chewie sits with his head in his
        hands. In the background, Artoo and Threepio move through the
        doors.
           A Rebel lieutenant moves to Major Derlin, an officer
        keeping watch with the princess.

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

THREEPIO: Mistress Leia, Artoo says he's been quite unable to pick up
any signals, although he does admit that his own range is far too
weak to abandon all hope.

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

DERLIN: Your Highness, there's nothing more we can do tonight. The
shield doors must be closed.

           He turns to the lieutenant.

DERLIN: Close the doors.

LIEUTENANT: Yes, sir.

           The lieutenant walks away. Chewie lets out a long, mournful
        howl, somewhat like a coyote. At the same moment, Artoo begins
        a complex series of efficient beeps.

THREEPIO: Artoo says the chances of survival are seven hundred
seventy-five...to one.

           Leia stands praying to herself as the huge metal doors slam
        across the entrance of the ice cave. The loud booms echo
        throughout the huge cavern. Chewie lets out another suffering
        howl.

THREEPIO: Actually, Artoo has been known to make mistakes...from time
to time. Oh, dear, oh, dear. Don't worry about Master Luke. I'm sure
he'll be all right. He's quite clever, you know...for a human being.

EXTERIOR: HOTH -- SNOW DRIFT -- DUSK

           Luke lies face down in the snow, nearly unconscious. Slowly
        he looks up and sees Ben Kenobi, barely visible through the
        blowing snow. It is hard to tell if Kenobi is real or a
        hallucination.

BEN: Luke...Luke.

LUKE: (weakly) Ben?

BEN: You will go to the Dagobah system.

LUKE: Dagobah system?

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

           The image of Ben fades, revealing a lone Tauntaun rider
        approaching from the windswept horizon.

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

           Luke drops into unconsciousness.
           Han pulls up and leaps off his mount. He hurries to his
        snow-covered friend, cradling him in his arms. Han's Tauntaun
        lets out a low, pitiful bellow. But Han's concern is with
        Luke, and he shakes him urgently.

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

           Luke doesn't respond. Han begins frantically rubbing and
        slapping Luke's unconscious face. As he starts to lift the
        youth, Han hears a rasping sound behind him. He turns, just in
        time to see his Tauntaun stagger and then fall over into the
        snow.
           Han carries Luke to the moaning beast. Then, with a final
        groan, the Tauntaun expires.

HAN: Not much time.

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

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

HAN: Hang on, kid.

LUKE: Dagobah system...

           Han ignites Luke's saber and cuts the beast from head to
        toe. He quickly tosses it's steaming innards into the snow,
        then lifts Luke's inert form and stuffs him inside the
        carcass.

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

LUKE: Dagobah...

HAN: This may smell bad, kid...

LUKE: (moaning) Yoda...

HAN: ...but it will keep you warm...til I get the shelter built.
(struggling to get Luke in the carcass) Ooh...I thought they smelled
bad on the outside!

           The wind has picked up considerably, making it difficult to
        move. Han removes a pack from the dead creature's back, taking
        out a shelter container. He begins to set up what can only be
        a pitiful protection against a bitter Hoth night.

EXTERIOR: HOTH -- SNOWDRIFT -- DAWN

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

INTERIOR: SNOWSPEEDER COCKPIT

           There is only one pilot, Zev, in the enclosed two-man
        craft. He concentrates on the scopes which ring his cockpit.
        He hears a low beep from one of his monitors.

ZEV: (into transmitter) Echo Base...I've got something! Not much, but
it could be a life form.

EXTERIOR: HOTH -- SNOWDRIFT

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

INTERIOR: SNOWSPEEDER -- COCKPIT

           The pilot switches over to a new transmitter.

ZEV: (into transmitter) This is Rouge Two. this is Rouge Two. Captain
Solo, so you copy? Commander Skywalker, do you copy? This is Rouge
Two.

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

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

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

EXTERIOR: HOTH -- SNOWDRIFT -- DAY

           The small shelter Han set up is covered with snow on the
        windward side. A makeshift antenna rests gingerly on top the
        snowdrift. Han spots Zev's snowspeeder approaching in the
        distance, and begins waving his arms frantically at the tiny
        craft.

INTERIOR: REBEL BASE -- MEDICAL CENTER

           Strange robot surgeons adjust a mass of electronic
        equipment. A switch is thrown and a sudden blinding flash
        obscures Luke in a bacta tank filled with a thick, gelatinous
        slime. He begins to thrash about, raving in delirium.

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

           Luke sits up in a recovery-room bed, weak but smiling. His
        face shows terrible wounds from the Wampa's attack. Threepio
        and Artoo enter the room.

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

           Artoo beeps his good wishes.

THREEPIO: Artoo expresses his relief, also.

           Han and Chewie make their entrance. The Wookiee growls a
        greeting.

HAN: How are you feeling, kid? You don't look so bad to me. In fact,
you look strong enough to pull the ears off a Gundark.

LUKE: Thanks to you.

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

           Han turns as Leia enters the room. He looks at her with a
        big, devilish grin.

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

LEIA: (haughtily) I had nothing to do with it. General Rieekan thinks
it's dangerous for any ships to leave the system until we've activated
the energy shield.

HAN: That's a good story. I think you just can't bear to let a
gorgeous guy like me out of your sight.

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

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

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

           Luke sparks to this; he looks at Leia.

HAN: She expressed her true feelings for me.

           Leia is flushed, eyes darting between Luke and Han.

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

HAN: Who's scruffy-looking? (to Luke) I must have hit her pretty close
to the mark to get her all riled up like that, huh, kid?

           Leia looks vulnerable for a moment, then the mask falls
        again, and she focuses on Luke.

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

           With that she leans over and kisses Luke on the lips. Then
        she turns on her heel and walks out, leaving everyone in the
        room slightly dumbstruck. With some smugness, Luke puts his
        hands behind his head and grins.
           Suddenly, in the distance, the muffled sound of an alarm is
        heard.

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

           The voice repeats the order and Han, Chewie, Artoo, and
        Threepio hurry out of the room, bidding farewell to Luke.

HAN: Take it easy.

THREEPIO: Excuse us, please.

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

           Rieekan looks up grimly from a console screen. He calls
        over to Leia and Han.

RIEEKAN: Princess...we have a visitor.

           The group hurries over to Rieekan.

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

SENIOR CONTROLLER: It's metal.

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

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

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

           Threepio steps up to the control panel and listens intently
        to the strange signal.

THREEPIO: Sir, I am fluent in six million forms of communication. This
signal is not used by the Alliance. It could be an Imperial code.

           The transmission ends in static.

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

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

EXTERIOR: HOTH -- SNOW PLAIN -- DAY

           The dark probe robot moves past the smoldering ruins of
        station three-eight and down a ridge toward the Rebel base. It
        raises a large antenna from the top of its head and begins to
        send out a piercing signal.
           The probe droid has spotted Chewbacca who, not thirty feet
        away, has popped his head over a snow bank. Instantly, the
        probe robot swings around, its deadly ray ready to fire. But
        before it can get a shot off, it is hit from behind by a laser
        bolt, and explodes in a million pieces.
           Han Solo replaces his blaster in its holster and peers
        intently at the smoldering remains of the Imperial probe.

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

           Leia and Rieekan listen to Han on the comlink.

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

LEIA: (into comlink) What was it?

HAN: (over comlink) Droid of some kind. I didn't hit it that hard. It
must have had a self-destruct.

LEIA: (into comlink) An Imperial probe droid.

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

RIEEKAN: We'd better start the evacuation.

EXTERIOR: SPACE -- IMPERIAL FLEET

           Darth Vader's Star Destroyer, larger and more awesome than
        the five Imperial Star Destroyers that surround it, sits in
        the vastness of space. The six huge ships are surrounded by a
        convoy of smaller spacecraft. TIE fighters dart to and fro.

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

           Controllers working the vast complex of electronic controls
        hear ominous approaching footsteps and look up from their
        controls. The squat, evil-looking Admiral Ozzel and the young,
        powerfully built General Veers, who have been conferring near
        the front, also feel the approaching presence and turn toward
        it. Darth Vader, Lord of the Sith, enters like a chill wind.
        As Vader moves across the wide bridge, Captain Piett hurries
        up to Ozzel.

PIETT: Admiral.

OZZEL: Yes, Captain

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

INTERIOR: HOTH -- REBEL BASE -- TRANSPORT BAY

           A captain issues instructions to two of his men at the
        entrance to the main transport bay. Several Rebel transports
        behind them are being loaded by men carrying heavy boxes and
        moving quickly, but not in panic.

REBEL CAPTAIN: Groups seven and ten will stay behind to fly the
speeders. As soon as each transport is loaded, evacuation control will
give clearance for immediate launch.

REBEL FIGHTER: Right, sir.

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

           Alarms sound. Troops, ground crews, and droids rush to
        their alert stations. Armored snowspeeders are lined up in
        attack formation near the main entrance.
           In the midst of all this activity, Han does some frantic
        welding on the lifters of the Millennium Falcon.
           Han finishes his work and hops down to the hangar floor. He
        pulls out his comlink, all the while eyeing problematic
        lifters.

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

           Smoke rises from a minor explosion on the lifter.
        Exasperated, Han surveys the new damage.

INTERIOR: REBEL BASE -- MEDICAL CENTER

           Luke dresses in readiness for the evacuation as his
        attending medical droid stands by.

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

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

MEDICAL DROID: Take care, sir.

LUKE: Thanks.

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

           Pilots, gunners, and R2 units scurry about. Luke, pulling
        on his heavy-weather jacket, is headed toward a row of armored
        speeders. He stops at the rear of the Millennium Falcon, where
        Han and Chewie are trying to repair the right lifter with even
        more haste than before.

LUKE: Chewie, take care of yourself, okay?

           As Luke pats Chewie on the arm, Chewie puts his arms around
        Luke and gives him a tight hug. Han is discussing the lifter
        with a repair droid when he sees Luke.

HAN: Hi, kid. (to droid) There's got to be a reason for it. Check it
at the other end. Wait a second. (to Luke) You all right?

LUKE: Yeah.

HAN: Be careful.

LUKE: You, too.

           Luke smiles, then waves at his friend and walks on. After a
        few steps, he stops and looks back. Han glances up and the two
        exchange a silent communication, each wishing the other
        safety, happiness -- many things, all difficult to verbalize.

INTERIOR: REBEL BASE -- CONTROL ROOM.

           Alarms sound throughout the hidden Rebel base. In the
        control room, a controller urgently gestures for General
        Rieekan to check a computer scan.

CONTROLLER: General, there's a fleet of Star Destroyers coming out of
hyperspace in sector four.

RIEEKAN: Reroute all power to the energy shield. We've got to hold
them till all transports are away. Prepare for ground assault.

           Rieekan exits hurriedly.

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

           The dark cubicle is illuminated by a single shaft of light
        which falls on the brooding Dark Lord as he sits on a raised
        meditation cube. General Veers enters the room and approaches
        the silent, unmoving Vader. Although seemingly very sure of
        himself, Veers is still not bold enough to interrupt the
        meditating lord. The younger general stands quietly at
        attention until the evil presence speaks.

VADER: What is it, General?

VEERS: My lord, the fleet has moves out of light-speed. Com-Scan has
detected an energy field protecting an area around the sixth planet of
the Hoth system. The field is strong enough to deflect any
bombardment.

VADER: (angrily) The Rebels are alerted to our presence. Admiral Ozzel
came out of light-speed too close to the system.

VEERS: He felt surprise was wiser...

VADER: He is as clumsy as he is stupid. General, prepare your troops
for a surface attack.

VEERS: Yes, my lord.

           Veers turns smartly and leaves as Vader activates a large
        viewscreen showing the bridge of his mighty ship. Admiral
        Ozzel appears on the viewscreen, standing slightly in front of
        Captain Piett.

OZZEL: Lord Vader, the fleet has moved out of light-speed, and we're
preparing to...Aaagh!

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

           Piett steps forward, as the admiral moves away, slightly
        confused, touching his throat as it begins to constrict
        painfully.

PIETT: Yes, my lord.

VADER: Make ready to land out troops beyond the energy shield and
deploy the fleet so that nothing gets off that system. You are in
command now, Admiral Piett.

PIETT: Thank you, Lord Vader.

           Piett's pleasure about his unexpected promotion is not an
        unmixed emotion. He glances warily at the struggling Admiral
        Ozzel who, with a final choke, stumbles and falls in a
        lifeless heap before him.

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

           With a sense of urgency, Leia quickly briefs a group of
        pilots gathered in the center of the hangar.

LEIA: All troop carriers will assemble at the north entrance. The
heavy transport ships will leave as soon as they're loaded. Only two
fighter escorts per ship. The energy shield can only be opened for a
short time, so you'll have to stay very close to your transports.

HOBBIE: Two fighters against a Star Destroyer?

LEIA: The ion cannon will fire several shots to make sure that any
enemy ships will be out of your flight path. When you've gotten past
the energy shield, proceed directly to the rendezvous point.
Understood?

PILOTS: (in unison) Right. Okay.

LEIA: Good luck.

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

           The pilots hurry away.

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

           Rebel troops carry heavy bazooka-type weapons and position
        them along the snow trench. Men hurriedly respond to their
        officers' yelled orders and brace themselves against the
        rhythmic gusts of bitter-cold wind.
           Other troops load power packs into a gun turret and swing
        its guns into position.

EXTERIOR: HOTH -- ICE PLAIN -- POWER GENERATORS

           Near the base power generators, troops rush to set up their
        heavy battle equipment. Buzzing loudly, the generators send
        along, sparking fingers of energy into the bitter Hoth wind.

INTERIOR: REBEL BASE -- COMMAND CENTER

           The long line of Rebel controllers is tense, as are
        Princess Leia and General Rieekan, who are trying very hard
        not to show any fear.

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

EXTERIOR: ICE PLAIN

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

EXTERIOR: SPACE -- IMPERIAL STAR DESTROYER

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

INTERIOR: IMPERIAL STAR DESTROYER -- BRIDGE

           An Imperial controller approaches his commander.

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

CAPTAIN: Good. Our first catch of the day.

INTERIOR: REBEL BASE -- COMMAND CENTER

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

EXTERIOR: REBEL BASE ICE CAVE -- ION CANNON

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

EXTERIOR: SPACE -- HOTH -- REBEL TRANSPORT

           The Rebel transport and its escort race away from the white
        planet, closely followed by the two red energy beams.
           As the Rebel transport races toward the waiting Imperial
        Star Destroyer, it is overtaken by the two scarlet energy
        bolts. The Imperial Star Destroyer is hit in the conning tower
        by the powerful bolts, which set up fiery explosions on its
        metal hull.
           The big Star Destroyer veers, then spins wildly out of
        control. As the Imperial ship careers into deep space, the
        Rebel transport races away to safety.

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

           Pilots, gunners, and troopers hurry to their stations and
        their vehicles.

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

          Everyone cheers at the announcement, which echoes through
        the hangar. Luke turns and walks on, heading toward his
        snowspeeder. His gunner, Dack, a fresh-faced, eager kid, is
        glad to see him. They climb in.

DACK: Feeling all right, sir?

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

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

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

EXTERIOR: HOTH -- ICE PLAIN

           A thin horizon line cuts across the bleak landscape. Small
        dot-size objects begin to appear on the horizon, moving in the
        direction of the Rebel base.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

           A Rebel officer lifts a pair of electrobinoculars to his
        eyes. Through the lens he sees a very close view of a giant
        Imperial snow walker. He adjusts the view which then zooms
        back to reveal three more of the ominous battle machines.
        Small flashes of yellow fire billow from the guns of the
        lumbering snow walkers.
           The officer lowers his binoculars as the regular rhythmic
        pounding begins to make the ground vibrate. The pounding grows
        louder and is accompanied by a high-pitched, metallic
        rattling. The officer speaks into his comlink.

TRENCH OFFICER: Echo Station Three-T-Eight.

INTERIOR: REBEL BASE -- CORRIDOR

           Pilots and gunners race to their waiting snowspeeders. Ice
        and snow begin falling from the walls of the corridor, shaken
        by the pounding Imperial snow walker as they draw ever nearer.

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

CONTROLLER: Imperial walkers on the north ridge.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

           The Rebel troops aim their weapons at the horizon as
        explosions erupt all around them. They are nervous and their
        grip on their weapons tightens from the cold and from fear.
           Behind the troops a dozen snowspeeders race through the
        sky.

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

           The fleet of snowspeeders races above the ice field at full
        throttle. They accelerate away from the base and head toward
        the distant walkers.

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

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

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

           The cannons mounted on the walker head fire at the
        speeders. Other walkers loom in the background. Two speeders
        race away past two of the enormous walkers and bank to the
        right.

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

LUKE: All right, I'm coming in.

           He turns his speeder and heads directly at one of the
        walkers, flying toward its towering legs. The horizon twists
        as the speeder banks between the legs.

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

           Two speeders race directly at the head of a walker, then
        split and fly past it.
           Three other walkers march onward, firing all cannons.

EXTERIOR: HOTH -- ICE PLAIN -- SNOWTRENCH

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

           A speeder banks through and away from the legs of a walker.
        Two other speeders pass the first speeder from the opposite
        direction. Other Rebel craft race just above the icy plain.
           A giant walker head swivels and fires, striking a
        snowspeeder and sending it crashing in a ball of flames.

INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT

           General Veers and two walker pilots keep a careful eye on
        the racing Rebel snowspeeders as they maneuver their lumbering
        war machine forward.
           Luke's speeder banks in from the side of Veers's walker and
        heads straight for its viewport, blasting away. An explosion
        hits the walker window, but dissipates, doing no harm. The
        speeder roars up and over the impregnable war machine.

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

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

LUKE: That armor's too strong for blasters.

           On the horizon, another walker moves up past Luke's cockpit
        window, twisting out of sight as Luke banks and starts another
        run.

LUKE: (into comlink) Rouge Group, use your harpoons and tow cables. Go
for the legs. It might be our only chance of stopping them. (to Dack)
All right, stand by, Dack.

           Dack is at the gunner's controls.

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

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

           Barely keeping his seat in the tumbling ship, Dack struggles
        to set up his harpoon gun.
           Luke swings his speeder around and heads toward an oncoming
        walker. Laser bolts and flak fill the air, creating a deadly
        obstacle course for the tiny craft.

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

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

           After sustaining a heavy volley of fire, Luke turns around
        to see if Dack is all right.

LUKE: Dack? Dack!

           Dack is lost. Blood streams down his forehead, which
        rests on his smoldering controls. Out the back window, an
        Imperial walker recedes in the distance.

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

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

INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT

           Through the cockpit window, Veers and his pilot can see the
        Rebel power generators in the distance.
           A hologram of Darth Vader appears on a control panel
        screen.

VEERS: Yes, Lord Vader. I've reached the main power generator. The
shield will be down in moments. You may start your landing.

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

LUKE: (into comlink) Rouge Three.

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

WEDGE: (into comlink) Copy, Rouge Leader

LUKE: (over comlink) Wedge, I've lost my gunner. You'll have to make
this shot. I'll cover for you. Set your harpoon. Follow me on the next
pass.

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

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

LUKE: (into comlink) Steady, Rouge Two

EXTERIOR: HOTH -- BATTLEFIELD

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

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

WEDGE: (to gunner) Activate harpoon.

           Wedge's gunner reaches for a firing switch to activate the
        harpoon. The harpoon flashes out, and speeds toward the
        receding legs of the walker.

EXTERIOR: HOTH -- BATTLEFIELD

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

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

WEDGE: (to gunner) Good shot, Janson.

EXTERIOR: HOTH -- BATTLEFIELD

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

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

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

WEDGE: One more pass.

JANSON: Coming around. Once more.

EXTERIOR: HOTH -- BATTLEFIELD

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

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

JANSON: One more.

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

JANSON: Cable out! Let her go!

WEDGE: Detach cable.

EXTERIOR: WEDGE'S SNOWSPEEDER, ROUGE THREE

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

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

JANSON: Cable detached.

EXTERIOR: HOTH -- BATTLEFIELD

           The speeder zooms away into the distance. The tangled legs
        of the enormous war machine attempt a step, but as they do the
        giant Imperial walker begins to topple. It teeters for a
        moment, and then crashes onto the icy ground, sending snow and
        metal pieces flying.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

           The troops in the trenches cheer at the sight of the
        crashing walker.
           An officer gives a signal to his men and Rebel troops
        charge the fallen war machine.

TRENCH OFFICER: Come on!

           The troops run toward the downed walker, followed by two
        Rebel speeders flying overhead. Just as they reach the walker,
        it explodes, the impact throwing some of the men onto the
        frozen ground.

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

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

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

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

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

INTERIOR: REBEL BASE -- COMMAND CENTER

           Large chunks of ice tumble into the command center as Leia
        and General Rieekan monitor computer screens.

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

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

RIEEKAN: (into comlink) Launch patrols.

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

INTERIOR: REBEL BASE -- MAIN HANGAR

           Muffled distant explosions create widening cracks in the
        ice roof of the hangar. Trying to ignore the noise and falling
        bits of snow, Han works on one of the Falcon's lifters while
        Chewie works on one of the wings. Noticing Chewie attach a
        wrong part, Han grows impatient.

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

           In another area of the hangar, Threepio watches as Artoo is
        raised up into Luke's X-wing fighter.

THREEPIO: Artoo, you take good care of Master Luke now, understand?
And...do take care of yourself. Oh, dear, oh, dear.

EXTERIOR: HOTH -- BATTLEFIELD

           The fierce battle on the vast snow plains of Hoth rages on.
        The Imperial walkers continue their slow, steady assault on
        the Rebel base, firing lasers as they lumber ever onward. In
        the snow trench, Rebel troops fire large bazookalike guns and
        dishlike ray guns as explosions erupt around them. A gun tower
        is hit by a laser bolt and instantly explodes. Another blast
        destroys a ray gun.

INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT

           General Veers studies various readouts on his control
        panel.

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

EXTERIOR: HOTH -- BATTLEFIELD

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

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

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

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

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

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

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

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

EXTERIOR: HOTH -- BATTLEFIELD

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

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

ZEV: (into comlink) Coming around.

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

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

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

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

LUKE: (over comlink) Stay tight and low.

EXTERIOR: ZEV'S SNOWSPEEDER, ROUGE TWO

           Luke's speeder moves in formation with Rouge Two, when
        suddenly Zev's speeder is hit by a laser bolt. His ship bucks
        violently under the impact and the cockpit explodes in a ball
        of flame.
           Spewing smoke, the speeder hurtles toward a looming walker.
        Before they collide. Rouge Two explodes in a million flaming
        pieces.

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

           Desperately, Luke works the controls of his flak-buffeted
        ship. Suddenly, the speeder is rocked by a huge explosion.
        Luke struggles with the controls with a look of terror on his
        face. The speeder fills with smoke, and electrical sparks jump
        about the cockpit.

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

INTERIOR: REBEL BASE -- COMMAND CENTER

           Apart from the distant thunder of laser blasts, the
        corridor is strangely quiet and empty. Running footsteps echo
        through the freezing hallway, then Han appears. Cracks have
        appeared in some of the walls and some pipes have broken,
        sending hot steam billowing into the underground hallways. Han
        hurries into the command center. It is a shambles, but some
        people are still at their posts. As he enters, a gigantic
        cave-in almost obliterates the room. He finds Leia and
        Threepio near one of the control boards.

HAN: You all right?

           Leia nods. She is surprised to see him.

LEIA: Why are you still here?

HAN: I heard the command center had been hit.

LEIA: You got your clearance to leave.

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

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

LEIA: (to controller) Send all troops in sector twelve to the south
slope to protect the fighters.

           A blast rocks the command center, throwing Threepio
        backward into Han's arms.

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

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

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

           Leia looks exhausted. Han grabs her and starts to lead her
        out.
           As Han, Leia, and Threepio run out of the command center,
        the code signal can be heard echoing off the corridor walls.

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

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

EXTERIOR: BATTLEFIELD -- SNOW TRENCH

           Rebel troops retreat under the awesome Imperial onslaught.

OFFICER: Begin retreat!

SECOND OFFICER: Fall back!

           Troops flee from the battle, the ground exploding around
        them.

EXTERIOR: HOTH -- BATTLEFIELD

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

EXTERIOR: HOTH -- SNOW TRENCH

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

EXTERIOR: HOTH -- BATTLEFIELD -- ICE PLAIN

           On the battlefield, Luke watches as a walker foot rises and
        moves over him. He looks up at the underbelly of the huge
        walker, passing overhead.
           Running beneath the monstrous machine, Luke fires his
        harpoon gun at the walker's underside. A thin cable follows
        the projectile from the gun. The magnetic head and cable
        attach firmly to the metal hull.
           Still running under the walker, Luke attaches the cable
        drum to his belt buckle. Soon he is pulled up the cable and
        hangs dangling underneath the walker.
           The walker's giant feet continue to pound onward across the
        frozen snow. Stray laser bolts whistle by Luke as he climbs up
        the cable to the walker's hull, reaching a small hatch.
        Hanging precariously, Luke cuts the solid metal hatch with his
        laser sword.
           He takes a landmine from around his neck and throws it
        inside the Imperial machine. Quickly, Luke starts down the
        cable and crashes onto the icy ground far below. He lies
        unconscious as a giant rear leg passes by -- and just misses
        him.
           The giant walker stops in mid-step. A muffled explosion
        comes from within -- and then the walker's mechanical insides
        are spewed out every conceivable opening. The machine sits
        dead in its tracks, smoking like a locomotive on stilts.

EXTERIOR: HOTH -- BATTLEFIELD

           Veers's walker continues to advance toward the Rebel base.
        The smoldering walker that Luke exploded stands smoking just
        to the right of Veers's path.

INTERIOR: IMPERIAL SNOW WALKER - COCKPIT

           Inside his walker, General Veers prepares to fire on the
        Rebel power generators.

VEERS: Distance to power generators?

PILOT: One-seven, decimal two-eight.

           Veers reaches for the electrorangefinder and lines up the
        main generator.

VEERS: Target. Maximum fire power.

EXTERIOR: HOTH -- BATTLEFIELD

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

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDORS

           With Threepio lagging behind, Han and Leia race through the
        crumbling ice corridors. Suddenly, there is an explosion. Han
        turns, grabs the princess, and pulls her to the wall as a
        tremendous cave-in blacks their path.
           He takes the comlink from his pocket.

HAN: (into comlink) Transport, this is Solo. Better take off -- I
can't get to you. I'll get the princess out on the Falcon.

           Han and Leia turn and race down the corridor.

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

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

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

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR

           Han and Leia run toward the entrance of the main hangar
        where the Millennium Falcon is docked. Threepio still lags
        behind.

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

           The door to the hangar closes in his face.

THREEPIO: (exasperated) How typical.

           Quickly, the door reopens as Han reaches out and pulls the
        golden droid through.

HAN: Come on.

INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR

           Chewie paces under the shelter of the Millennium Falcon's
        landing gear. The giant Wookiee pats the underbelly of his
        beloved ship and barks a few reassuring words. As he searches
        worriedly for his captain, something at last catches his eye.
           Chewie lets out a relieved shriek at seeing Han and Leia
        running toward the ship. The Wookiee runs out into the
        falling ice, lets out a howl, then runs up the ship's ramp.
        Han and Leia run up the ramp after him, closely followed by
        Threepio.

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

THREEPIO: Wait! Wait!

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR

           Imperial troops run through the base corridors. Vader
        surveys the place. A huge chunk falls, almost hitting him, but
        he calmly, purposefully, continues around it.

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

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

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

           Han, standing before a control panel, is busy flipping
        switches as Chewie watches a troublesome gauge. A worried Leia
        observes their efforts.

HAN: (to Chewie) How's this?

           The Wookiee barks a negative reply.

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

HAN: It might.

           Threepio clanks into the hold.

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

           Han gives the gold robot a devastating look.

THREEPIO: It can wait.

INTERIOR: MAIN HANGAR -- MILLENNIUM FALCON -- COCKPIT

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

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

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

           Han and Leia look out the cockpit window and see a squad of
        stormtroopers rushing into the far side of the hangar.
           Quickly, Han straps himself into the pilot's seat and Leia
        into the navigator's chair.

INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR

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

EXTERIOR: MAIN HANGAR -- MILLENNIUM FALCON

           A laser gun appears on the Falcon and swings around to aim
        at the Imperial troops.
           The stormtroopers, preparing to fire their bazooka cannon,
        are hit by the Falcon's fire and are thrown about in all
        directions.

INTERIOR: MAIN HANGAR -- MILLENNIUM FALCON -- COCKPIT

           Chewie rushes into the cockpit.

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

           A laser hits the window near Chewie as he is settling into
        his chair. Letting out a loud whelp, Chewie quickly pulls back
        on the controls and the first stage of engine fire can be
        heard. Han flashes a big grin at Leia.

HAN: See?

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

           Han looks at Chewie.

HAN: Punch it!

           The roar of the Falcon's main engines blasts out everything
        as the ice-cave wall rushes by outside the cockpit window.

INTERIOR: REBEL BASE -- MAIN HANGAR

           More stormtroopers run into the hangar, closely followed by
        Vader. Hearing the loud roar of the Millennium Falcon's
        engines, Vader looks toward the main hangar doors just in time
        to see the Falcon lift up and disappear outside the cave.

EXTERIOR: HOTH -- ICE SLOPE -- DAY

           Luke and two other pilots look up as the Millennium Falcon
        races above them, flying very close to the ground.
           The three pilots turn then, and trudge onward toward their
        X-wing fighters, each going to his own ship. Luke waves
        farewell, then heads toward his own fighter.
           Artoo, seated on his cubbyhole, chirps an excited greeting
        as Luke climbs aboard the spacecraft.

LUKE: Artoo! Get her ready for takeoff.

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

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

           Luke smiles and nods at Wedge, then lowers himself into the
        cockpit of his X-wing while Artoo waits in the cubbyhole,
        beeping impatiently.

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

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

EXTERIOR: SPACE -- LUKE'S X-WING

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

INTERIOR: LUKE'S X-WING -- COCKPIT

           Luke, looking thoughtful, suddenly makes a decision. He
        flips several switches. The stars shift as he takes his
        fighter into a steep turn. The X-wing banks sharply and flies
        away in a new direction.
           The monitor screen on Luke's control panel prints out a
        question from the concerned Artoo.

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

           Artoo beeps once again.

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

           Artoo begins a protest, whistling an unbelieving, "What?!"
           Luke reads Artoo's exclamation on his control panel.

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

           Luke checks his readouts and makes a few adjustments. He
        rides along with only the soft hum of the instruments to break
        the silence. Finally, Artoo chirps up.

LUKE: (into comlink) Yes, Artoo?

           Artoo utters a soft, carefully phrased steam of whistles.

LUKE: (into comlink, chuckling) That's all right. I'd like to keep it
on manual control for a while.

           The little droid lets out a defeated whimper. Luke smiles,
        and continues on his course.

EXTERIOR: SPACE -- MILLENNIUM FALCON

           The Millennium Falcon speeds away from Hoth, closely
        followed by one huge Star Destroyer and four tiny TIE
        fighters.
           As it is pursued, the Falcon races toward two very bright
        star-sized objects.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Inside the cockpit, Chewie lets out a loud howl. Han checks
        as the ship is buffeted by exploding flak. He appears to be
        doing six things at once.

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

LEIA: Saw what?

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

           Threepio bumps and bangs his way into the cockpit.

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

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

           Chewie barks a reply as he readjusts an overhead switch.

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

EXTERIOR: SPACE -- MILLENNIUM FALCON -- STAR DESTROYERS

           The Millennium Falcon races toward one of the huge oncoming
        Star Destroyers. Suddenly, the Falcon starts into a deep dive
        straight down, closely followed by four TIE fighters. The
        underside of the Star Destroyer continues on a collision
        course with two oncoming Star Destroyers. Slowly, it starts
        to veer to the left.

INTERIOR: STAR DESTROYER -- BRIDGE

           Out the front window, the two approaching Star Destroyers
        can be seen veering to the left.

IMPERIAL OFFICER: Take evasive action!

           Alarms sound all over the huge ship. The two other Star
        Destroyers get closer, one of them moving over the bridge so
        close that it makes brushing contact with it.

EXTERIOR: SPACE -- MILLENNIUM FALCON -- TIE FIGHTERS

           The Millennium Falcon races away from the colliding Star
        Destroyers, still followed by four TIE fighters. Laser bolts
        spark the pitch-black skies.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Things have calmed down a bit, but the race isn't over yet.
        Chewie barks at Han. Leia is still trying to recover from the
        steep dive. The ship is buffeted by laser blasts.

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

THREEPIO: But, sir!

           The buffeting of lasers becomes louder and stronger.

LEIA: They're getting closer!

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

           Expectantly, they look out the cockpit window as stars do
        not go into hyperspace, but just sit there.
           Han and Chewie look at each other and are thrown into an
        acute state of concern.

LEIA: Watch what?

           Han tries again. Still nothing.

HAN: I think we're in trouble.

THREEPIO: If I may say so, sir, I noticed earlier the hyperdrive
motivator has been damaged. It's impossible to go to light-speed!

HAN: We're in trouble!

           The explosions become heavier.

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

           The Falcon races into the starry vastness, followed by the
        four Imperial TIE fighters and an Imperial Star Destroyer.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

INTERIOR: MILLENNIUM FALCON -- HOLD

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

HAN: Horizontal boosters...!

           (Chewie barks)

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

           (Chewie barks)

HAN: Bring me the hydrospanners!

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

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

           Suddenly, a loud thump hits the side of the Falcon,
        causing it to lurch radically. Chewie barks. The tools fall
        into the pit on top of Han.

HAN: Oww! Chewie!

           More turbulence rocks the ship.

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

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

HAN: Come on, Chewie!

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Out the front cockpit window, they see hundreds of
        asteroids racing by.

LEIA: Asteroids!

           Han changes places with Leia who has been at the controls,
        and Chewie gets into his chair. Han works his controls as a
        chunk of rock crosses in front of the ship.

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

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

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

           Another asteroid thumps against the ship and Leia winces at
        the jolt.

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

THREEPIO: Sir, the possibility of successfully navigating an asteroid
field is approximately three thousand, seven hundred and twenty to one.

HAN: Never tell me the odds!

EXTERIOR: ASTEROID BELT -- MILLENNIUM FALCON

           The Falcon turns into the asteroid storm and as the ship
        completes its turn, asteroids start coming straight at the
        cockpit windows.
           A large asteroid tumbles away from the Falcon's path at top
        speed. Several smaller asteroids crash into the big one,
        creating small explosions on its surface. Other asteroids of
        all sizes pass by in every direction, some colliding and
        exploding. The tiny Millennium Falcon veers around the big
        asteroid and races past it through the rain of rocks, followed
        by four TIE fighters, which bob and weave around the
        asteroids.
           One of the pursuing TIE fighters connects with an asteroid
        and explodes. The other fighters are pelted with a steady
        stream of smaller explosions.
           Two huge asteroids tumble toward the Millennium Falcon,
        which quickly banks around both of them. The three TIE
        fighters follow in hot pursuit until one of the fighters
        scrapes an asteroid and tumbles out of control into deep
        space.

EXTERIOR: SPACE -- STAR DESTROYER -- ASTEROID BELT

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

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

           The Falcon twists on its side as it races around an
        oncoming asteroid. Two TIE fighters follow in the distance,
        coming from either side.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Asteroids race by the cockpit window as Han pilots his
        trusty craft through the dangerous field.
           Looking out the cockpit window, the Falcon crew sees a big
        asteroid drop past the window, narrowly missing their ship.
           Chewie barks in terror as a slightly smaller asteroid comes
        especially close -- to close -- and bounces off the Falcon
        with a loud crunch. Threepio's hands cover his eyes. He
        manages a short peek at the cockpit window. Princess Leia sits
        stone-faced, staring at the action. Han gives her a quick
        look.

HAN: You said you wanted to be around when I made a mistake; well,
this could be it, sweetheart.

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

           The group watches as more asteroids race by outside the
        window.

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

THREEPIO: Pulverized?

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

LEIA: Closer?

THREEPIO: Closer?!

           Chewbacca barks the same word, only louder.

EXTERIOR: MILLENNIUM FALCON -- ASTEROID BELT

           The Millennium Falcon dives toward the surface of one of
        the moon-sized asteroids. There is a continued display of
        explosions against the starry void as smaller asteroids
        collide with larger chunks of rock. The two remaining TIE
        fighters follow the Falcon to the large asteroid. The Falcon
        skims the surface of the giant asteroid as, all the while,
        small asteroids explode on the surface of the ship.
           The TIE fighters approach the Falcon, but a giant asteroid
        hurtles directly into their path. As the asteroid continues on
        its way, it leaves remains of the two exploded TIE fighters to
        tumble into deep space.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Rattled by the violent rocking of the starship, Threepio is
        nearly in hysterics.

THREEPIO: Oh, this is suicide!

           Han notices something on his main scope and nudges his
        faithful Wookiee, pointing.

HAN: There. That looks pretty good.

LEIA: What looks pretty good?

HAN: Yeah. That'll do nicely.

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

           Out the cockpit window, they see that they are skimming the
        surface of the enormous asteroid and nearing a large crater.

EXTERIOR: MILLENNIUM FALCON -- GIANT ASTEROID CRATER

           The Millennium Falcon dives into the huge crater and
        disappears.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

HAN: Yeah, me too.

INTERIOR: GIANT ASTEROID CRATER

           The Falcon races down into the crater. The walls are barely
        visible as the ship speed through the tunnellike opening. A
        small cave appears on one side of the crater, and the Falcon
        turns, slows, and scoots into it.

EXTERIOR: SPACE -- LUKE'S X-WING

           The tiny X-wing speeds toward the cloud cover of Dagobah.
        Artoo, riding on the back of the fighter, turns his head back
        and forth with some anxiety.

INTERIOR: LUKE'S X-WING -- COCKPIT

           Luke watches Artoo's words as they are translated and
        screened on the computer scope.

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

           Artoo beeps a hopeful inquiry.

LUKE: (into comlink) No, I'm not going to change my mind about this.
(getting a little nervous) I'm not picking up any cities or
technology. Massive life-form readings, though. There's something
alive down there...

           Artoo beeps, this time a slightly worried question.

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

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

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

INTERIOR: LUKE'S X-WING -- COCKPIT

           Luke sees the cloud race by as he takes his craft closer
        to the planet. He must operate his controls carefully since
        the cloud cover has completely obscured his vision. An alarm
        buzzes in the background, Artoo beeps and whistles
        frantically.

LUKE: (into comlink) I know, I know! All the scopes are dead. I can't
see a thing! Just hang on, I'm going to start the landing cycle...

           The blast of the retrorockets is deafening, drowning out
        Artoo's electronic squeals. Suddenly, there is a cracking
        sound as if limbs were being broken off trees and then a
        tremendous jolt as the spacecraft stops. Luke pulls a switch
        and his canopy pops open.

EXTERIOR: DAGOBAH -- DUSK

           The mist-shrouded X-wing fighter is almost invisible in the
        thick fog. Luke climbs out onto the long nose of the
        spacecraft as Artoo pops out of his cubbyhole on the back. The
        young warrior surveys the fog, which is barely pierced by the
        ship's landing lights. About all he can make out are some
        giant, twisted trees nearby. Artoo whistles anxiously.

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

           Artoo lets out a short beep. As Luke moves along the nose,
        Artoo loses his balance and disappears with a splash into the
        boggy lake.

LUKE: Artoo?

           Luke kneels and leans over the plane looking for Artoo, but
        the water is still and reveals no sign of the little droid.

LUKE: Artoo! Where are you?

           A small periscope breaks the surface of the water and a
        gurgly beep is heard. The periscope starts to move to shore.
        Relieved, Luke starts running along the nose of the fighter to
        its tip.

LUKE: Artoo! You be more careful.

           The outline of the shore is now more than ten feet away.
        Luke jumps off the plane into the water, scrambles up to the
        shore, and turns to look for Artoo. The periscope still
        steadily moves toward shore.

LUKE: Artoo -- that way!

           Suddenly, through the thick fog layer, a dark shape
        appears, moving toward the little droid. The dark, sinuous bog
        beast dives beneath the swampy water, making a loud clunk
        against Artoo's metal hull. The droid disappears from sight,
        uttering a pathetic electronic scream.
           Holding his ignited lightsaber before him, Luke wades a few
        feet into the murky pool, looking for any sign of his little
        friend.

LUKE: Artoo!

           The black surface is still as death itself...until a few
        bubbles begin to appear. Then, phheewaat!! The runt-size robot
        is spit out of the water, makes a graceful arc, and comes
        crashing down into a patch of soft gray moss.

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

           Luke helps Artoo to his feet and begins wiping the mud and
        roots from his round metal body. Artoo responds with feeble,
        soggy beeps.

LUKE: If you're saying coming here was a bad idea, I'm beginning to
agree with you. Oh, Artoo, what are we doing here? It's like...
something out of a dream, or, I don't know. Maybe I'm just going
crazy.

           As Luke glances around at the spooky swamp jungle that
        surrounds him, Artoo ejects a stream of muddy water from one
        of his cranial ports.

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

           Admiral Piett hesitates in the entryway to Vader's private
        cubicle. After a moment, he steps into the room and pauses at
        the surprising sight before him.
           Darth Vader, his back turned, is silhouetted in the gloom
        on the far side of the chamber. A black, insectlike droid
        attends him. Among the various apparatuses surrounding them, a
        respirator tube now retracts from Vader's uncovered head. The
        head is bald with a mass of ugly scar tissue covering it. The
        black droid then lowers the mask and helmet onto Vader's head.
        When it is in place, the Dark Lord turns to face Piett.

VADER: Yes, Admiral?

PIETT: Our ships have sighted the Millennium Falcon, lord. But...it
has entered an asteroid field and we cannot risk...

VADER: (interrupting) Asteroids do not concern me, Admiral. I want
that ship and not excuses.

PIETT: Yes, lord.

EXTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON

           The pirate starship rests in a dark, dripping asteroid
        cave. It is so dark that the cave's exact dimensions are
        impossible to determine.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Han and Chewie busily shut down the engine and all
        electronic systems. Threepio and Leia watch worriedly.

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

THREEPIO: Sir, I'm almost afraid to ask, but...does that include
shutting me down, too?

           Chewie barks "yes". But Han thinks otherwise.

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

           Suddenly, the ship lurches, causing all the loose items in
        the cockpit to go flying. Chewie howls.

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

HAN: Not entirely stable? I'm glad you're here to tell us these
things.  Chewie, take the professor in the back and plug him into the
hyperdrive.

THREEPIO: Oh! Sometimes I just don't understand human behavior. After
all, I'm only trying to do my job in the most...

           The sliding door closes behind the indignant Threepio as
        Chewie and he move back to the hold. Suddenly, the ship
        lurches again, throwing Leia across the cabin into Han's arms.
        Then, abruptly, the motion stops as suddenly as it started.
        With some surprise, Han and Leia realize they are in each
        other's arms.

LEIA: Let go.

HAN: Sshh!

LEIA: Let go, please.

           Leia flushes, averting her eyes. She's not exactly fighting
        to get free. But, of course, Han blows it...

HAN: Don't get excited.

           The anger rises in Leia.

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

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

           Han grins quickly wickedly at Leia as he turns and exits
        through the door. Leia's confused emotions show clearly on her
        lovely face.

EXTERIOR: DAGOBAH -- BOG CLEARING -- DUSK

           The mist has dispersed a bit, but it is still a very
        gloomy-looking swamp.
           Luke pulls an equipment box from the shore to the clearing.
        He ignites a little fusion furnace and warms his hands before
        it. Taking a power cable, he plugs it into Artoo's noselike
        socket.

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

           The droid whistles his appreciation. Luke then opens a
        container of processed food and sits before the thermal
        heater.

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

           Nervously, he looks around at the foreboding jungle.

LUKE: Still...there's something familiar about this place. I feel
like...I don't know...

STRANGE VOICE: Feel like what?

           Luke jumps out of his skin. Artoo screeches in terror. The
        young warrior grabs for his lightsaber as he spins around,
        looking for the speaker. Mysteriously standing right in front
        of Luke is a strange, bluish creature, not more than two feet
        tall. The wizened little thing is dressed in rags. It motions
        toward Luke's sword.

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

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

           After some hesitation, Luke puts away his weapon, although
        he really doesn't understand why. Artoo watches with interest.

CREATURE: I am wondering, why are you here?

LUKE: I'm looking for someone.

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

           The little creature laughs.

LUKE: (Trying to keep from smiling) Right.

CREATURE: Help you I can. Yes, mmmm.

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

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

           With the aid of a walking stick, the tiny stranger moves
        over to one of the cases of supplies. He begins to rummage
        around.
           Artoo moves to the edge of the case -- standing almost eye
        level to the creature who is carelessly handling the supplies
        -- and squeaks his disapproval.
           Their tiny visitor pick up the container of food Luke was
        eating from and takes a bite.

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

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

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

           He flips the container in Luke's direction and reaches into
        one of Luke's supply cases.

LUKE: Listen, friend, we didn't mean to land in that puddle, and if we
could get our ship out, we would, but we can't, so why don't you
just...

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

           The creature spots something of interest in Luke's case.
        Luke loses patience and grabs the case away. The creature
        retains his prize -- a tiny power lamp -- and examines it with
        delight.

LUKE: Hey, you could have broken this. Don't do that. Ohhh...you're
making a mess. Hey, give me that!

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

           Clutching its treasure, the creature backs away from Luke,
        drawing closer to Artoo. As Luke and the creature argue, one
        of Artoo's little arms slowly moves out toward the power lamp,
        completely unnoticed by the creature.

LUKE: I don't want your help. I want my lamp back. I'll need it to get
out of this slimy mudhole.

CREATURE: Mudhole? Slimy? My home this is.

           Artoo grabs hold of the lamp and the two little figures are
        immediately engaged in a tug-of-war over it.
           Artoo beeps a few angry, "Give me thats."

CREATURE: Ah, ah, ah!

LUKE: Oh, Artoo, let him have it.

CREATURE: Mine! Mine!

LUKE: Artoo!

CREATURE: Mine!

           The creature lets go with one hand and pokes Artoo lightly
        with one finger. Artoo reacts with a startled squeal, and lets
        go.

CREATURE: Mine!

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

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

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

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

LUKE: You know him?

CREATURE: Mmm. Take you to him, I will. (laughs) Yes, yes. But now, we
must eat. Come. Good food. Come.

           With that, the creature scurries out of the clearing,
        laughing merrily. Luke stares after him. All he sees is the
        faint light from the small power lamp moving through the fog.
        Luke makes his decision and starts after the creature.

CREATURE: (in the distance) Come, come.

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

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

           Artoo beeps even more frantically. But as Luke disappears
        from view, the worried little droid grows quieter, and utters
        a soft electronic sigh.

INTERIOR: MILLENNIUM FALCON -- MAIN HOLD AREA

           Threepio whistles and beeps a strange dialect into the
        control panel in front of him. The control panel whistles back
        a few mystifying beeps.

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

           Han enters the hold area and kneels on the floor near the
        control box.

THREEPIO: Sir, I don't know where your ship learned to communicate,
but it has the most peculiar dialect. I believe, sir, it says that the
power coupling on the negative axis has been polarized. I'm afraid
you'll have to replace it.

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

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

HAN: Here! And Chewie...

           Chewie brings his head back through the trap door in the
        ceiling and whines. Han glances back at Threepio, then speaks
        quietly to Chewie so only he can hear.

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

           Leia finishes welding the valves she has been working on
        and attempts to reengage the system by pulling a lever
        attached to the valve. It doesn't budge. Han notices her
        struggle, and moves to help her. She rebuffs him.

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

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

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

HAN: Sure, Leia.

LEIA: Oh, you make it so difficult sometimes.

HAN: I do, I really do. You could be a little nicer, though. (he
watches her reaction) Come on, admit it. Sometimes you think I'm all
right.

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

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

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

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

LEIA: Stop that.

HAN: Stop what?

           Leia is flushes, confused.

LEIA: Stop that! My hands are dirty.

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

LEIA: (looking right into his eyes) Afraid?

           Han looks at her with a piercing look. He's never looked
        more handsome, more dashing, more confident. He reaches out
        slowly and takes Leia's hand again from where it is resting
        on a console. He draws it toward him.

HAN: You're trembling.

LEIA: I'm not trembling.

           Then with an irresistible combination of physical strength
        and emotional power, the space pirate begins to draw Leia
        toward him...very slowly.

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

           Leia is now very close to Han and as she speaks, her voice
        becomes an excited whisper, a tone completely in opposition to
        her words.

LEIA: I happen to like nice men.

HAN: I'm a nice man.

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

           He kisses her now, with slow, hot lips. He takes his time,
        as though he had forever, bending her body backward. She has
        never been kissed like this before, and it almost makes her
        faint. When he stops, she regains her breath and tries to work
        up some indignation, but finds it hard to talk.
           Suddenly, Threepio appears in the doorway, speaking
        excitedly.

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

           Han turns slowly, icily, from their embrace.

HAN: Thank you. Thank you very much.

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

           The moment spoiled, Han marches out after Threepio.

EXTERIOR: SPACE -- ASTEROID FIELD

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

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

           Asteroids collide, creating a fireworks display outside the
        bridge window. Darth Vader stands, staring out the window
        above the control deck. Then slowly turns toward the bridge.
        Before him are the hologram images of twenty battleship
        commanders. One of these images, the commander of a ship that
        has just exploded, is fading away quickly. Another image, in
        the center and a little apart from the others, is faded and
        continually disrupted by static. It is the image of Captain
        Needa, commander of the Star Destroyer most hotly on the tail
        of the Millennium Falcon. Admiral Piett and an aide stand
        behind the Dark Lord.

NEEDA: (in hologram)...and that, Lord Vader, was the last time they
appeared in any of our scopes. Considering the amount of damage we've
sustained, they must have been destroyed.

VADER: No, Captain, they're alive. I want every ship available to
sweep the asteroid field until they are found.

           The Imperial star captains fade out one by one as Vader
        turns to Admiral Piett.

PIETT: Lord Vader.

VADER: Yes, Admiral, what is it?

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

PIETT: The Emperor commands you make contact with him.

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

PIETT: Yes, my lord.

EXTERIOR: ASTEROID FIELD -- VADER'S STAR DESTROYER

           Vader's Imperial Star Destroyer moves against the vast sea
        of stars away from the rest of the fleet.

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

           The Dark Lord, Darth Vader, is alone in his chamber. A
        strange sound enters the room and a light begins to play
        across Vader's black figure. He looks up and bows quickly.
           A twelve-foot hologram of the Galactic Emperor materializes
        before Vader. The Emperor's dark robes and monk's hood are
        reminiscent of the cloak worn by Ben Kenobi. His voice is even
        deeper and more frightening than Vader's.

VADER: What is thy bidding, my master?

EMPEROR: There is a great disturbance in the Force.

VADER: I have felt it.

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

VADER: Yes, my master.

EMPEROR: He could destroy us.

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

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

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

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

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

           Vader kneels. The supreme Emperor passes a hand over the
        crouched Lord of the Sith and fades away.

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

           A heavy downpour of rain pounds through the gnarled trees.
        A strange baroque mud house sits on a moss-covered knoll on
        the edge of a small lagoon. The small, gnomish structure
        radiates a warm glow from its thick glass windows. As rain
        tap-dances a merry tune on Artoo's head, the stubby little
        droid rises up on his tip-toes to peek into one of the glowing
        portals.

INTERIOR: CREATURE'S HOUSE

           Artoo, peeking in the window, sees the inside of the house
        -- a very plain, but cozy dwelling. Everything is in the same
        small scale as the creature. The only thing out of place in
        the miniature room is Luke, whose height makes the four-foot
        ceiling seem even lower. He sits cross-legged on the floor of
        the living room.
           The creature is in an adjoining area -- his little kitchen
        -- cooking up an incredible meal. The stove is a steaming
        hodgepodge of pots and pans. The wizened little host scurries
        about chopping this, shredding that, and showering everything
        with exotic herbs and spices. He rushes back and forth putting
        platters on the table in front of Luke, who watches the
        creature impatiently.

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

CREATURE: Patience! For the Jedi it is time to eat as well. Eat, eat.
Hot. Good food, hm? Good, hmm?

           Moving with some difficulty in the cramped quarters, Luke
        sits down near the fire and serves himself from the pot.
        Tasting the unfamiliar concoction, he is pleasantly surprised.

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

CREATURE: Not far. Yoda not far. Patience. Soon you will be with him.
(tasting food from the pot) Rootleaf, I cook. Why wish you become
Jedi? Hm?

LUKE: Mostly because of my father, I guess.

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

LUKE: (a little angry) Oh, come on. How could you know my father? You
don't even know who I am. (fed up) Oh, I don't even know what I'm
doing here. We're wasting our time.

           The creature turns away from Luke and speaks to a third
        party.

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

           Luke's head spins in the direction the creature faces. But
        there is no one there. The boy is bewildered, but it gradually
        dawns on him that the little creature is Yoda, the Jedi
        Master, and that he is speaking with Ben.

BEN'S VOICE: He will learn patience.

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

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

YODA: Hah. He is not ready.

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

           Trying to see Ben, Luke starts to get up but hits his head
        on the low ceiling.

YODA: Ready, are you? What know you of ready? For eight hundred years
have I trained Jedi. My own counsel will I keep on who is to be
trained! A Jedi must have the deepest commitment, the most serious
mind. (to the invisible Ben, indicating Luke) This one a long time
have I watched. Never his mind on where he was. Hmm? What he was
doing. Hmph. Adventure. Heh! Excitement. Heh! A Jedi craves not these
things. (turning to Luke) You are reckless!

           Luke looks down. He knows it is true.

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

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

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

LUKE: But I've learned so much.

           Yoda turns his piercing gaze on Luke, as though the Jedi
        Master's huge eyes could somehow determine how much the boy
        had learned. After a long moment, the little Jedi turns toward
        where he alone sees Ben.

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

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

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

EXTERIOR: SPACE -- STAR DESTROYERS -- ASTEROID FIELD

           The Imperial fleet around Vader's ship is surrounded by the
        asteroid storm. Asteroids big and small pelt the vast
        exteriors of the menacing ships. One of the smaller Imperial
        vessels is hit by a huge asteroid and explodes in a brilliant
        flash of light.

INTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON -- COCKPIT

           The cockpit is quiet and lit only by the indicator lights
        on the control panel. Princess Leia sits in the pilot's seat.
        She runs her hand across the control panel as she thinks of
        Han and the confusion he has created within her. Suddenly,
        something outside the cockpit window catches her eye. The
        reflection of the panel lights obscures her vision until a
        soft suctionlike cup attaches itself to the windscreen. Leia
        moves closer to see what it might be. Large, yellow eyes flash
        open and stare back at her. Startled, she jumps back into her
        seat, her heart pounding. There is a scurry of feet and a loud
        screech, and in an instant the eyes are gone. The young
        princess catches her breath, jumps out of her chair, and races
        from the cockpit.

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

           The lights go bright for a second then out again. Threepio
        and Chewbacca watch as Han finishes with some wires.

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

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

           Leia rushes into the cabin just as Han drops the final
        floor panel into place.

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

HAN: Where?

LEIA: Outside, in the cave.

           As she speaks, there comes a sharp banging on the hull.
        Chewie looks up and barks anxiously.

THREEPIO: There it is. Listen! Listen!

HAN: I'm going out there.

LEIA: Are you crazy?!

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

           He and Chewie grab their breath masks off a rack and hurry
        out. Leia follows.

LEIA: Then I'm going with you.

THREEPIO: I think it might be better if I stay here and guard the
ship. (hears another mysterious noise) Oh, no.

EXTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON

           It is very dark inside the huge asteroid cave, too dark to
        see what is attacking the ship.
           Leia stamps her foot on the floor of the cave.

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

           Han kneels and studies the ground, then attempts to study
        the outline of the cave.

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

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

HAN: Yeah.

           Chewie barks through his face mask, and points toward the
        ship's cockpit. A five-foot-long shape can be seen moving
        across the top of the Falcon. The leathery creature lets out a
        screech as Han blasts it with a laser bolt.

HAN: (to Leia) Watch out!

           The black shape tumbles off the spaceship and onto the
        ground in front of the princess. Han bends down to investigate
        the dead creature.

HAN: Yeah, that's what I thought. Mynock. Chewie, check the rest of
the ship, make sure there aren't any more attached. They're chewing on
the power cables.

LEIA: Mynocks?

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

           Just then, a swarm of the ugly creatures swoops through the
        air. Leia puts her arms over her head to protect herself as
        she runs toward the ship. Chewie shoos another Mynock away
        with his blaster. Several of the batlike creatures flap their
        wings loudly against the cockpit window of the Falcon. Inside,
        Threepio shudders at their presence.

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

           Han looks around the strange, dripping cave.

HAN: Wait a minute...

           He unholsters his blaster and fires at the far side of the
        huge cave. The cavern begins to shake and the ground starts to
        buckle.
           Chewie barks and moves for the ship, followed closely by
        Leia and Han. The large wings of the Mynocks flap past them as
        they protect their faces and run up the platform.

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

           As soon as Han and Leia are on board, Chewie closes the
        main hatch. The ship continues to shake and heave.

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

           The Wookiee heads for the cockpit as Han, followed by
        Threepio, rushes to the hold area and checks the scopes on the
        control panel. Leia hurries after.

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

           Han rushes past her and heads for the cockpit.

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

           And with that he is gone. The main engines of the Falcon
        begin to whine. Leia races after him, bouncing around in the
        shaking ship.

LEIA: (angry) I am not a committee!

INTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON -- COCKPIT

           Han is already in the pilot's seat pulling back on the
        throttle. The cave-quake has greatly diminished.

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

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

           As the ship begins to move forward, Chewie barks. He
        notices something out the window ahead. Threepio sees it too.

THREEPIO: Look!

HAN: I see it, I see it.

           Suddenly, a row of jagged white stalagmites and stalactites
        can be seen surrounding the entrance. And as the Falcon moves
        forward, the entrance to the cave grows ever smaller. Han
        pulls hard on the throttle, sending his ship surging forward.

THREEPIO: We're doomed!

LEIA: The cave is collapsing.

HAN: This is no cave.

LEIA: What?

           Leia's mouth drops open . She sees that the rocks of the
        cave entrance are not rocks at all, but giant teeth, quickly
        closing around the tiny ship. Chewie howls.

INTERIOR: SPACE SLUG MOUTH

           The Millennium Falcon, zooming through the monster's mouth,
        rolls on its side and barely makes it between two of the
        gigantic white teeth before the huge jaws slams closed.

EXTERIOR: CAVE ENTRANCE -- GIANT ASTEROID

           The enormous space slug moves its head out of the cave as
        the Falcon flies out of its mouth. The monster tilts its head,
        watching the starship fly away.

EXTERIOR: MILLENNIUM FALCON -- GIANT ASTEROID

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

EXTERIOR: DAGOBAH -- DAY

           With Yoda strapped to his back, Luke climbs up one of the
        many thick vines that grow in the swamp. Panting heavily, he
        continues his course -- climbing, flipping through the air,
        jumping over roots, and racing in and out of the heavy ground
        fog.

YODA: Run! Yes. A Jedi's strength flows from the Force. But beware of
the dark side. Anger...fear...aggression. The dark side of the Force
are they. Easily they flow, quick to join you in a fight. If once you
start down the dark path, forever will it dominate your destiny,
consume you it will, as it did Obi-Wan's apprentice.

LUKE: Vader. Is the dark side stronger?

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

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

YODA: You will know. When you are calm, at peace. Passive. A Jedi uses
the Force for knowledge and defense, never for attack.

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

YODA: (interrupting) No, no, there is no why. Nothing more will I
teach you today. Clear your mind of questions. Mmm. Mmmmmm.

           Artoo beeps in the distance as Luke lets Yoda down to the
        ground. Breathing heavily, he takes his shirt from a nearby
        tree branch and pulls it on.
           He turns to see a huge, dead, black tree, its base
        surrounded by a few feet of water. Giant, twisted roots form a
        dark and sinister cave on one side. Luke stares at the tree,
        trembling.

LUKE: There's something not right here.

           Yoda sits on a large root, poking his Gimer Stick into the
        dirt.

LUKE: I feel cold, death.

YODA: That place...is strong with the dark side of the Force. A domain
of evil it is. In you must go.

LUKE: What's in there?

YODA: Only what you take with you.

           Luke looks warily between the tree and Yoda. He starts to
        strap on his weapon belt.

YODA: Your weapons...you will not need them.

           Luke gives the tree a long look, than shakes his head "no."
        Yoda shrugs. Luke reaches up to brush aside some hanging vines
        and enters the tree.

INTERIOR: DAGOBAH -- TREE CAVE

           Luke moves into the almost total darkness of the wet and
        slimy cave. The youth can barely make out the edge of the
        passage. Holding his lit saber before him, he sees a lizard
        crawling up the side of the cave and a snake wrapped around
        the branches of a tree. Luke draws a deep breath, then pushes
        deeper into the cave.
           The space widens around him, but he feels that rather than
        sees it. His sword casts the only light as he peers into the
        darkness. It is very quiet here.
           Then, a loud hiss! Darth Vader appears across the
        blackness, illuminated by his own just-ignited laser sword.
        Immediately, he charges Luke, saber held high. He is upon the
        youth in seconds, but Luke sidesteps perfectly and slashes at
        Vader with his sword.
           Vader is decapitated. His helmet-encased head flies from
        his shoulders as his body disappears into the darkness. The
        metallic banging of the helmet fills the cave as Vader's head
        spins and bounces, smashes on the floor, and finally stops.
        For an instant it rests on the floor, then it cracks
        vertically. The black helmet and breath mask fall away to
        reveal...Luke's head.
           Across the space, the standing Luke gasps at the sight,
        wide-eyed in terror.
           The decapitated head fades away, as in a vision.

EXTERIOR: DAGOBAH -- CAVE -- DUSK

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

EXTERIOR: SPACE -- VADER'S STAR DESTROYER

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

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

           Vader stands in the back control area of his ship's bridge
        with a motley group of men and creatures. Admiral Piett and
        two controllers stand at the front of the bridge and watch the
        group with scorn.

PIETT: Bounty hunters. We don't need that scum.

FIRST CONTROLLER: Yes, sir.

PIETT: Those Rebels won't escape us.

           A second controller interrupts.

SECOND CONTROLLER: Sir, we have a priority signal from the Star
Destroyer Avenger.

PIETT: Right.

           The group standing before Vader is a bizarre array of
        galactic fortune hunters: There is Bossk, a slimy, tentacled
        monster with two huge, bloodshot eyes in a soft baggy face;
        Zuckuss and Dengar, two battle-scarred, mangy human types;
        IG-88, a battered, tarnished chrome war droid; and Boba Fett,
        a man in a weapon-covered armored space suit.

VADER: ...there will be a substantial reward for the one who finds
the Millennium Falcon. You are free to use any methods necessary, but
I want them alive. No disintegrations.

BOBA FETT: As you wish.

           At that moment, Admiral Piett approaches Vader in a rush of
        excitement.

PIETT: Lord Vader! My lord, we have them.

EXTERIOR: IMPERIAL STAR DESTROYER, AVENGER -- ASTEROID BELT

           The Millennium Falcon speeds through deep space, closely
        followed by a firing Imperial Star Destroyer. A large asteroid
        about the same size as the Falcon tumbles rapidly toward the
        starship. The tiny Falcon banks to avoid the giant asteroid as
        smaller rocks pelt its surface. Then the small craft roars
        under the asteroid which explodes harmlessly on the hull of
        the vast Star Destroyer.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           The ship shudders as flak explodes near the cockpit window.
        Threepio checks a tracking scope an the side control panel
        while Leia watches tensely out the window.

THREEPIO: Oh, thank goodness we're coming out of the asteroid field.

           Chewie barks excitedly as the rain of asteroids begins to
        subside. A bolt from the Star Destroyer sets up a fiery
        explosion on the back side of the Falcon, causing it to lurch
        to one side.

EXTERIOR: MILLENNIUM FALCON -- STAR DESTROYER, AVENGER -- ASTEROID FIELD

           The Falcon is hit hard by another bolt from the Star
        Destroyer which creates a huge explosion near the cockpit of
        the smaller ship. The Falcon tilts steeply, then rights
        itself.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Han corrects the angle of his ship.

HAN: Let's get out of here. Ready for light-speed? One...two...three!

           Han pulls back on the hyperspace throttle and -- nothing
        happens. Flak bursts continue to rock the ship.

HAN: (frantic) It's not fair!

           Chewie is very angry and starts to growl and bark at his
        friend and captain. Again, Han desperately pulls back on the
        throttle.

HAN: The transfer circuits are working. It's not my fault!

           Chewie puts his head in his hands, whining.

LEIA: (almost expecting it) No light-speed?

HAN: It's not my fault.

THREEPIO: Sir, we just lost the main rear deflector shield. One more
direct hit on the back quarter and we're done for.

           Han pauses for a moment, makes a decision, and pulls back
        on a lever.

HAN: Turn her around.

           Chewie barks in puzzlement.

HAN: I said turn her around! I'm going to put all power in the front
shield.

LEIA: You're going to attack them?!

THREEPIO: Sir, the odds of surviving a direct assault on an Imperial
Star Destroyer...

LEIA: Shut up!

EXTERIOR: SPACE -- MILLENNIUM FALCON -- ASTEROID FIELD

           The Falcon banks, makes a steep, twisting turn. In the
        next moment it is racing toward the Star Destroyer, looking
        very small against the massive surface of the Imperial ship.
        As it moves across the surface of the Star Destroyer, the
        Falcon bobs and weaves to avoid the numerous flak bursts.

INTERIOR: STAR DESTROYER, AVENGER -- BRIDGE

           The tiny Falcon heads directly for the Avenger's bridge.
        The Imperials stationed there are stunned to see the small
        spaceship racing low across the hull, headed directly at the
        huge windows of the bridge area. Alarms go off everywhere. The
        Destroyer's commander, Captain Needa, can scarcely believe his
        eyes.

NEEDA: They're moving to attack position. Shields up!

           Needa and his men duck as the Falcon nears the bridge
        window. At the last minute, the Falcon veers off and out of
        sight. All is quiet.

NEEDA: Track them,. They may come around for another pass.

TRACKING OFFICER: Captain Needa, the ship no longer appears on our
scopes.

NEEDA: They can't have disappeared. No ship that small has a cloaking
device.

TRACKING OFFICER: Well, there's no trace of them, sir.

COMMUNICATIONS OFFICER: Captain, Lord Vader demands an update on the
pursuit.

NEEDA: (drawing a breath) Get a shuttle ready. I shall assume full
responsibility for losing them, and apologize to Lord Vader.
Meanwhile, continue to scan the area.

COMMUNICATIONS OFFICER: Yes, Captain Needa.

EXTERIOR: DAGOBAH -- BOG -- DAY

           Luke's face is upside-down and showing enormous strain. He
        stands on his hands, with Yoda perched on his feet. Opposite
        Luke and Yoda are two rocks the size of bowling balls. Luke
        stares at the rocks and concentrates. One of the rocks lifts
        from the ground and floats up to rest on the other.

YODA: Use the Force. Yes...

           Yoda taps Luke's leg. Quickly, Luke lifts one hand from the
        ground. His body wavers, but he maintains his balance. Artoo,
        standing nearby, is whistling and beeping frantically.

YODA: Now...the stone. Feel it.

           Luke concentrates on trying to lift the top rock. It rises
        a few feet, shaking under the strain. But, distracted by
        Artoo's frantic beeping, Luke loses his balance and finally
        collapses. Yoda jumps clear.

YODA: Concentrate!

           Annoyed at the disturbance, Luke looks over at Artoo, who
        is rocking urgently back and forth in front of him.
           Artoo waddles closer to Luke, chirping wildly, then scoots
        over the edge of the swamp. Catching on, Luke rushes to the
        water's edge. The X-wing fighter has sunk, and only the tip of
        its nose shows above the lake's surface.

LUKE: Oh, no. We'll never get it out now.

           Yoda stamps his foot in irritation.

YODA: So certain are you. Always with you it cannot be done. Hear you
nothing that I say?

           Luke looks uncertainly out at the ship.

LUKE: Master, moving stones around is one thing. This is totally
different.

YODA: No! No different! Only different in your mind. You must unlearn
what you have learned.

LUKE: (focusing, quietly) All right, I'll give it a try.

YODA: No! Try not. Do. Or do not. There is no try.

           Luke closes his eyes and concentrates on thinking the ship
        out.
           Slowly, the X-wing's nose begins to rise above the water.
        It hovers for a moment and then slides back, disappearing once
        again.

LUKE: (panting heavily) I can't. It's too big.

YODA: Size matters not. Look at me. Judge me by my size, do you? Hm?
Mmmm.

           Luke shakes his head.

YODA: And well you should not. For my ally in the Force. And a
powerful ally it is. Life creates it, makes it grow. It's energy
surrounds us and binds us. Luminous beings are we...(Yoda pinches
Luke's shoulder)...not this crude matter. (a sweeping gesture) You must
feel the Force around you. (gesturing) Here, between you...me...the
tree...the rock...everywhere! Yes, even between this land and that
ship!

LUKE: (discouraged) You want the impossible.

           Quietly Yoda turns toward the X-wing fighter. With his eyes
        closed and his head bowed, he raises his arm and points at the
        ship.
           Soon, the fighter rises above the water and moves forward
        as Artoo beeps in terror and scoots away.
           The entire X-wing moves majestically, surely, toward the
        shore. Yoda stands on a tree root and guides the fighter
        carefully down toward the beach.
           Luke stares in astonishment as the fighter settles down
        onto the shore. He walks toward Yoda.

LUKE: I don't...I don't believe it.

YODA: That is why you fail.

           Luke shakes his head, bewildered.

EXTERIOR: SPACE -- IMPERIAL FLEET

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

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

VADER: Apology accepted, Captain Needa.

           Clutching desperately at his throat, Captain Needa slumps
        down, then falls over on his back, at the feet of Darth Vader.
        Two stormtroopers pick up the lifeless body and carry it
        quickly away as Admiral Piett and two of his captains hurry up
        to the Dark Lord.

PIETT: Lord Vader, our ships have completed their scan of the area and
found nothing. If the Millennium Falcon went into light-speed, it'll
be on the other side of the galaxy by now.

VADER: Alert all commands. Calculate every possible destination along
their last know trajectory.

PIETT: Yes, my lord. We'll find them.

VADER: Don't fail me again, Admiral.

           Vader exits as the admiral turns to an aide, a little more
        uneasy than when he arrived.

PIETT: Alert all commands. Deploy the fleet.

EXTERIOR: SPACE -- IMPERIAL FLEET

           Vader's ship moves away, flanked by its fleet of smaller
        ships. the Avenger glides off into space in the opposite
        direction. No one on that ship or on Vader's is aware that,
        clinging to the side of the Avenger, is the pirateship, the
        Millennium Falcon.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

THREEPIO: Captain Solo, this time you have gone too far. (Chewie
growls) No, I will not be quiet, Chewbacca. Why doesn't anyone listen
to me?

HAN: (to Chewie) The fleet is beginning to break up. Go back and stand
by the manual release for the landing claw.

           Chewie barks, struggles from his seat, and climbs out of
        the cabin.

THREEPIO: I really don't see how thats going to help. Surrender is a
perfectly acceptable alternative in extreme circumstances. The Empire
may be gracious enough...

           Leia reaches over and shuts off Threepio, mid-sentence.

HAN: Thank you.

LEIA: What did you have in mind for your next move?

HAN: Well, if they follow standard Imperial procedure, they'll dump
their garbage before they go to light-speed, then we just float away.

LEIA: With the rest of the garbage. Then what?

HAN: Then we've got to find a safe port somewhere around here. Got any
ideas?

LEIA: No. Where are we?

HAN: The Anoat system.

LEIA: Anoat system. There's not much there.

HAN: No. Well, wait. This is interesting. Lando.

           He points to a computer mapscreen on the control panel.
        Leia slips out of her chair and moves next to the handsome
        pilot. Small light points representing several systems flash
        by on the computer screen.

LEIA: Lando system?

HAN: Lando's not a system, he's a man. Lando Calrissian. He's a card
player, gambler, scoundrel. You'd like him.

LEIA: Thanks.

HAN: Bespin. It's pretty far, but I think we can make it.

LEIA: (reading from the computer) A mining colony?

HAN: Yeah, a Tibanna gas mine. Lando conned somebody out of it. We go
back a long way, Lando and me.

LEIA: Can you trust him?

HAN: No. But he has no love for the Empire, I can tell you that.

           Chewie barks over the intercom. Han quickly changes his
        readouts and stretches to look out the cockpit window.

HAN: (into intercom) Here we go, Chewie. Stand by. Detach!

           Han leans back in his chair and gives Leia an invisible
        smile. She thinks for a moment, shakes her head; a grin creeps
        across her face and she gives him a quick kiss.

LEIA: You do have your moments. Not many, but you have them.

EXTERIOR: SPACE -- IMPERIAL STAR DESTROYER

           As the Avenger Star Destroyer moves slowly into space, the
        hatch on its underbelly opens, sending a trail of junk behind
        it. Hidden among the refuse, the Falcon tumbles away. In the
        next moment, the Avenger roars off into hyperspace. The
        Falcon's engines are ignited, and it races off into the
        distance. Amidst the slowly drifting junk, Boba Fett's ship
        appears and moves after the Falcon.

EXTERIOR: DAGOBAH -- BOG -- CLEARING -- DAY

           In the clearing behind Yoda's house, Luke again stands
        upside-down, but his face shows less strain and more
        concentration than before. Yoda sits on the ground below the
        young warrior. On the other side of the clearing, two
        equipment cases slowly rise into the air. Nearby Artoo
        watches, humming to himself, when suddenly he, too, rises into
        the air. His little legs kick desperately and his head turns
        frantically, looking for help.

YODA: Concentrate...feel the Force flow. Yes. Good. Calm, yes. Through
the Force, things you will see. Other places. The future...the past.
Old friends long gone.

           Luke suddenly becomes distressed.

LUKE: Han! Leia!

           The two packing boxes and Artoo fall to the ground with a
        crash, then Luke himself tumbles over.

YODA: (shaking his head) Hmm. Control, control. You must learn control.

LUKE: I saw...I saw a city in the clouds.

YODA: Mmm. Friends you have there.

LUKE: They were in pain.

YODA: It is the future you see.

LUKE: Future? Will they die?

           Yoda closes his eyes and lowers his head.

YODA: Difficult to see. Always in motion is the future.

LUKE: I've got to go to them.

YODA: Decide you must how to serve them best. If you leave now, help
them you could. But you would destroy all for which they have fought
and suffered.

           Luke is stopped cold by Yoda's words. Gloom shrouds him as
        he nods his head sadly.

EXTERIOR: BESPIN SYSTEM -- MILLENNIUM FALCON -- DAWN

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

EXTERIOR: BESPIN SURFACE -- MILLENNIUM FALCON

           It is down on the gaseous planet. Huge billowing clouds
        form a canyon as the ship banks around them, heading toward
        the system's Cloud City.
           Suddenly, two twin-pod cloud cars appear and move toward
        the Falcon. The cloud cars draw up alongside the starship.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           One of the cloud cars opens fire on the Falcon, its flak
        rocking the ship. Chewie barks his concern.

HAN: (into transmitter) No, I don't have a landing permit. I'm trying
to reach Lando Calrissian.

           More flak bursts outside the cockpit window and rattles the
        ship's interior. Leia looks worried.

HAN: (into transmitter) Whoa! Wait a minute! Let me explain.

INTERCOM VOICE: You will not deviate from your present course.

THREEPIO: Rather touchy, aren't they?

LEIA: I thought you knew this person.

           Chewie barks and growls at his boss.

HAN: (to Chewie) Well, that was a long time ago. I'm sure he's
forgotten about that.

INTERCOM VOICE: Permission granted to land on Platform
Three-two-seven.

HAN: (into transmitter) Thank you.

           Angry, Han snaps off the intercom. Chewie looks at him and
        grunts. Han turns to the worried princess and her droid.

HAN: There's nothing to worry about. We go way back, Lando and me.

           Leia doesn't look convinced.

LEIA: Who's worried?

EXTERIOR: CLOUD CITY -- MILLENNIUM FALCON -- CLOUD CARS

           The clouds part to reveal a full view of the city as it
        bobs in and out of the cloud surface. The cloud cars and the
        Falcon head for the gleaming white metropolis.

EXTERIOR: CLOUD CITY -- LANDING PLATFORM -- MILLENNIUM FALCON

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

EXTERIOR: LANDING PLATFORM -- DOOR OF MILLENNIUM FALCON

           Han and Leia stand at the open door, armed. Behind them,
        Chewie, also armed, surveys the scene warily.

THREEPIO: Oh. No one to meet us.

LEIA: I don't like this.

HAN: Well, what would you like?

THREEPIO: Well, they did let us land.

HAN: Look, don't worry. Everything's going to be fine. Trust me.

INTERIOR: CLOUD CITY -- CORRIDOR -- DAY

           Lando Calrissian, a suave, dashing black man in his
        thirties, leads a group of aides and some Cloud City guard
        rapidly toward the landing platform. The group, like the other
        citizens of the city, is a motley collection of aliens,
        droids, and humans of all descriptions. Lando has a grim
        expression on his face as he moves onto the landing platform.

EXTERIOR: LANDING PLATFORM -- DOOR OF MILLENNIUM FALCON

HAN: See? My friend. (to Chewie) Keep your eyes open, okay?

           Chewie growls as Han walks down the ramp. Lando and his men
        head across the bridge to meet the space pirate.

EXTERIOR: CLOUD CITY -- LANDING PLATFORM

           Lando stops ten feet from Han. The two men eye each other
        carefully. Lando shakes his head.

LANDO: Why, you slimy, double-crossing, no-good swindler! You've got a
lot of guts coming here, after what you pulled.

           Han points to himself innocently, mouthing, "Me?"
           Lando moves threateningly toward Han. Suddenly, he throws
        his arms around his startled, long-lost friend and embraces
        him.

LANDO: (laughs) How you doing, you old pirate? So good to see you! I
never thought I'd catch up with you again. Where you been?

           The two old friends embrace, laughing and chuckling.

EXTERIOR: LANDING PLATFORM -- DOOR OF MILLENNIUM FALCON.

THREEPIO: Well, he seems very friendly.

LEIA: (wary) Yes...very friendly.

EXTERIOR: CLOUD CITY -- LANDING PLATFORM

LANDO: What are you doing here?

HAN: (gestures toward the Falcon) Ahh...repairs. I thought you could
help me out.

LANDO: (in mock panic) What have you done to my ship?

HAN: Your ship? Hey, remember, you lost her to me fair and square.

           Chewie growls a reserved greeting. Lando suddenly notices
        the princess and smiles.

LANDO: Hello. What have we here? Welcome. I'm Lando Calrissian. I'm
the administrator of this facility. and who might you be?

LEIA: Leia.

LANDO: Welcome, Leia.

           Lando bows before Leia and kisses her hand.

HAN: All right, all right, you old smoothie.

           Han takes Leia by the hand and steers her away from Lando.

THREEPIO: Hello, sir. I am See-Threepio, human-cyborg relations. My
facilities are at your...

           Before Threepio can finish his self-introduction, Lando has
        turned to follow Han and Leia, who are walking toward the
        city.

THREEPIO: Well, really!

           Lando, his aide, Lobot, and Han lead the way across the
        bridge, followed by Threepio, Chewie and Leia.

LANDO: What's wrong with the Falcon?

HAN: Hyperdrive.

LANDO: I'll get my people to work on it.

HAN: Good.

           Lando turns to Leia.

LANDO: You know, that ship saved my life quite a few times. She's the
fastest hunk of junk in the galaxy.

INTERIOR: CLOUD CITY -- CORRIDOR

           The group has crossed the narrow bridge and entered the
        city. They walk down the lovely Art Deco passageway, rounding
        several corners and passing many small plazas as they go.
        Threepio lags a bit behind.

HAN: How's the gas mine? Is it paying off for you?

LANDO: Oh, not as well as I'd like. We're a small outpost and not very
self-sufficient. And I've had supply problems of every kind. I've had
labor difficulties...(catches Han grinning at him) What's so funny?

HAN: You. Listen to you -- you sound like a businessman, a responsible
leader. Who'd have thought that, huh?

           Lando is reflective. He looks at Han a moment.

LANDO: You know, seeing you sure brings back a few things.

HAN: Yeah.

LANDO: (shakes his head) Yeah, I'm responsible these days. It's the
price you pay for being successful.

           Han and Lando laugh together, and the group moves on
        through the corridor.
           The lagging Threepio passes a Threepio-type silver droid
        who is coming out of a door.

THREEPIO: Oh! Nice to see a familiar face.

SECOND THREEPIO: (mumbles) E chu ta!

THREEPIO: How rude!

           Threepio stops, watching the silver droid move away. Then
        he hears the muffled beeping and whistling of an R2 unit
        coming from within the room.

INTERIOR: CLOUD CITY -- ANTEROOM

           Curious, Threepio enters the room.

THREEPIO: That sounds like an R2 unit in there. I wonder if...

           Threepio walks through the doorway to the main room. He
        looks in.

THREEPIO: Hello? How interesting. Oh, my.

MAN'S VOICE: (from within) Who are you?

THREEPIO: Oh, I'm terribly sorry. I...I didn't mean to intrude. No,
no, please don't get up. No!

           A laser bolt to Threepio's chest sends him flying in twenty
        directions. Smoldering mechanical arms and legs bounce off the
        walls as the door whooshes closed behind him.

INTERIOR: CLOUD CITY -- CORRIDOR

           Lando, Han, and Leia continue down the corridor unaware of
        Threepio's dreadful accident. Chewbacca glances around, sniffs
        the air, but shrugs his shoulders and follows the group.

EXTERIOR: DAGOBAH -- BOG -- DUSK

           In the bright lights of the fighter, Luke loads a heavy
        case into the belly of the ship. Artoo sits on top of the
        X-wing, settling down into his cubbyhole. Yoda stands nearby
        on a log.

YODA: Luke! You must complete the training.

LUKE: I can't keep the vision out of my head. They're my friends. I've
got to help them.

YODA: You must not go!

LUKE: But Han and Leia will die if I don't.

BEN'S VOICE: You don't know that.

           Luke looks toward the voice in amazement. Ben has
        materialized as a real, slightly shimmering image near Yoda.
        The power of his presence stops Luke.

BEN: Even Yoda cannot see their fate.

LUKE: But I can help them! I feel the Force!

BEN: But you cannot control it. This is a dangerous time for you, when
you will be tempted by the dark side of the Force.

YODA: Yes, yes. To Obi-Wan you listen. The cave. Remember your failure
at the cave!

LUKE: But I've learned so much since then. Master Yoda, I promise to
return and finish what I've begun. You have my word.

BEN: It is you and your abilities the Emperor wants. that is why your
friends are made to suffer.

LUKE: And that is why I have to go.

BEN: Luke, I don't want to lose you to the Emperor the way I lost
Vader.

LUKE: You won't.

YODA: Stopped they must be. On this depends. Only a fully trained Jedi
Knight with the Force as his ally will conquer Vader and his Emperor.
If you end your training now, if you choose the quick and easy path,
as Vader did, you will become an agent of evil.

BEN: Patience.

LUKE: And sacrifice Han and Leia?

YODA: If you honor what they fight for...yes!

           Luke is in great anguish. He struggles with the dilemma, a
        battle raging in his mind.

BEN: If you choose to face Vader, you will do it alone. I cannot
interfere.

LUKE: I understand. (he moves to his X-wing) Artoo, fire up the
converters.

           Artoo whistles a happy reply.

BEN: Luke, don't give in to hate -- that leads to the dark side.

           Luke nods and climbs into his ship.

YODA: Strong is Vader. Mind what you have learned. Save you it can.

LUKE: I will. And I'll return. I promise.

           Artoo closes the cockpit. Ben and Yoda stand watching as
        the roar of the engines and the wind engulf them.

YODA: (sighs) Told you, I did. Reckless is he. Now matters are worse.

BEN: That boy is our last hope.

YODA: (looks up) No. There is another.

EXTERIOR: SPACE -- PLANET DAGOBAH

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

INTERIOR: CLOUD CITY -- LIVING QUARTERS -- DAY

           Within the quarters assigned her on Cloud City, Leia paces
        in agitation. She has changed from her cold-weather pants and
        jacket to a lovely dress. Her hair is down, tied back with
        ribbons. She moves from a large, open window and turns to see
        Han entering through the doorway.

HAN: The ship is almost finished. Two or Three more things and we're
in great shape.

LEIA: The sooner the better. Something's wrong here. No one has seen
or knows anything about Threepio. He's been gone too long to have
gotten lost.

           Han takes Leia by the shoulders and gently kisses her
        forehead.

HAN: Relax. I'll talk to Lando and see what I can find out.

LEIA: I don't trust Lando.

HAN: Well, I don't trust him, either. But he is my friend. Besides,
we'll soon be gone.

LEIA: And then you're as good as gone, aren't you?

           Not speaking, Han considers her words and gazes at her
        troubled face.

INTERIOR: CLOUD CITY -- JUNK ROOM

        The room is piled high with broken and discarded machine
        parts. Four Ugnaughts, small hoglike creatures, separate the
        junk and throw some pieces onto a conveyer belt which moves
        briskly toward a pit of molten metal. Pieces of Threepio's
        golden body move down the belt. Chewie enters the room and
        spots an Ugnaught picking up and inspecting Threepio's head.
        The Wookiee barks a command, startling the Ugnaught, then
        reaches to grab the head. But the Ugnaught tosses it away from
        him to another Ugnaught. This game of keep-away goes on until
        Threepio's head falls from their grip and bounces with a clang
        onto the ground.

INTERIOR: CLOUD CITY -- LIVING QUARTERS -- DAY

           The door zaps open. Chewbacca walks in, carrying a packing
        case of Threepio, arms and legs hanging over the edge.

LEIA: What happened?

           Chewie sets the case on a table, grunting and groaning an
        explanation.

HAN: Where? Found him in a junk pile?

LEIA: Oh, what a mess. Chewie, do you think you can repair him?

           The giant Wookiee studies the array of robot parts. He
        looks at the princess and shrugs sadly.

HAN: Lando's got people who can fix him.

LEIA: No, thanks.

           There is a buzz and the door slides open, revealing Lando.

LANDO: I'm sorry. Am I interrupting anything?

LEIA: Not really.

LANDO: You look absolutely beautiful. You truly belong here with us
among the clouds.

LEIA: (coolly) Thank you.

LANDO: Will you join me for a little refreshment?

           Han looks at Lando suspiciously, but Chewie barks at the
        mention of food and licks his lips.

LANDO: Everyone's invited, of course.

           Leia takes Lando's proffered arm, and the group turns to
        go. Lando spots Threepio's remains.

LANDO: Having trouble with you droid?

           Han and Leia exchange a quick glance.

HAN: No. No problem. Why?

           Han and Leia move arm-in-arm through the door, followed by
        Lando and Chewie. The door slides closed behind them.

INTERIOR: CLOUD CITY -- CORRIDOR -- DAY

           Leia walks between Han and Lando as Chewie follows a short
        distance behind. Long shafts of light pour across the corridor
        between tall, pure-white columns.

LANDO: So you see, since we're a small operation, we don't fall into
the...uh...jurisdiction of the Empire.

LEIA: So you're part of the mining guild then?

LANDO: No, not actually. Our operation is small enough not to be
noticed...which is advantageous for everybody since our customers are
anxious to avoid attracting attention to themselves.

           The group walks into another corridor and heads for a huge
        doorway at the far end.

HAN: Aren't you afraid the Empire's going to find out about this
little operation and shut you down?

LANDO: That's always been a danger looming like a shadow over
everything we've built here. But things have developed that will
insure security. I've just made a deal that will keep the Empire out
of here forever.

INTERIOR: CLOUD CITY -- DINING ROOM

           The mighty doors to the dining room slide open and the
        group enters the dining room. At the far end of a huge banquet
        table sits Darth Vader. Standing at his side and slightly
        behind him is Boba Fett, the bounty hunter.
           Faster than the wink of an eye, Han draws his blaster and
        pops off a couple of shots directly at Vader. The Dark Lord
        quickly raises his hand, deflecting the bolts into one of the
        side walls, where they explode harmlessly. Just as quickly,
        Han's weapon zips into Vader's hand. The evil presence calmly
        places the gun on the table in front of him.

VADER: We would be honored if you would join us.

           Han gives Lando a mean look.

LANDO: I had no choice. They arrived right before you did. I'm sorry.

HAN: I'm sorry, too.

EXTERIOR: LUKE'S X-WING -- BESPIN SYSTEM

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

INTERIOR: LUKE'S X-WING -- COCKPIT

           Luke is grim-faced as he pilots his course toward Bespin's
        shining city. Artoo's beeps and whistles are transmitted onto
        the scope.

LUKE: (into comlink) No, Threepio's with them.

           Artoo whistles another worried inquiry.

LUKE: (into comlink) Just hang on. We're almost there.

INTERIOR: CLOUD CITY -- LARGE CELL

           Chewbacca is in a Cloud City prison cell. The stark room is
        flooded with hot light. To add to Chewie's misery, a
        high-pitched whistle screeches loudly. Chewie is going mad. He
        hits the wall with giant fists as he paces back and forth
        across the cell floor. The upper lights go off abruptly. The
        prisoner rubs his eyes and moves to a wall, where he listens
        for a moment. Then, moaning to himself, he moves to a platform
        where the disassembled pieces of Threepio lie. He picks up the
        golden droid's head and meditates on it for a moment, barking
        a few philosophical remarks. Chewie sticks the robot's head on
        its torso and starts adjusting wires and circuits. Suddenly,
        the lights in Threepio's eyes spark to life as Chewie touches
        two connectors together. Threepio immediately begins to speak,
        but his voice is so slow and so low as to be nearly
        unintelligible.

THREEPIO: Mmmm. Oh, my. Uh, I, uh -- Take this off! I, uh, don't mean
to intrude here. I, don't, no, no, no...Please don't get up. No!

           Chewie looks at Threepio in bewilderment, then scratches
        his furry head. He gets an idea and adjusts some connections,
        whereupon Threepio immediately begins speaking normally.

THREEPIO: Stormtroopers? Here? We're in danger. I must tell the
others. Oh, no! I've been shot!

INTERIOR: CLOUD CITY -- PRISON ENTRY AREA

           Darth Vader strides through the room as two stormtroopers
        prepare an elaborate torture mechanism. Han is strapped to a
        rack which tilts forward onto the torture device. Vader
        activates the mechanism, creating two bursts of sparks, one of
        which strikes Han's face.
           The door opens, and Darth Vader moves to the holding
        chamber, where Lando and Boba Fett await him.

INTERIOR: CLOUD CITY -- HOLDING CHAMBER

LANDO: Lord Vader.

VADER: (to Fett) You may take Captain Solo to Jabba the Hut after I
have Skywalker.

           Han's screams filter through the torture room door.

BOBA FETT: He's no good to me dead.

VADER: He will not be permanently damaged.

LANDO: Lord Vader, what about Leia and the Wookiee?

VADER: They must never again leave this city.

LANDO: That was never a condition of our agreement, nor was giving Han
to this bounty hunter!

VADER: Perhaps you think you're being treated unfairly.

LANDO: No.

VADER: Good. It would be unfortunate if I had to leave a garrison
here.

           Vader turns and sweeps into the elevator with Boba Fett.
        Lando walks swiftly down another corridor, muttering to
        himself.

LANDO: This deal's getting worse all the time.

INTERIOR: CLOUD CITY -- LARGE CELL

           Chewie now has a little more of Threepio back together. One
        arm is connected, but the legs are yet to be attached. There
        is one small problem, however. It seems the Wookiee has
        managed to put the droid's head on backwards.

THREEPIO: Oh, yes, that's very good. I like that. Oh! Something's not
right because now I can't see. Wait. Wait! Oh, my! what have you done?
I'm backwards, you stupid furball. Only an overgrown mophead like you
would be stupid enough...

           Threepio is cut off in mid-sentence as Chewie angrily
        deactivates a circuit and the droid shuts down. The Wookiee
        smells something and sits up. The door to the chamber slides
        open and a ragged Han Solo is shoved into the room by two
        stormtroopers. Barking his concern, the huge Wookiee gives Han
        a big hug. Han is very pale, with dark circles under his eyes.

HAN: I feel terrible.

           Chewie helps Han to a platform and then turns as the door
        slides open revealing Leia. She, too, looks a little worse for
        wear. The troopers push her into the cell, and the door slides
        closed. She moves to Han, who is lying on the platform, and
        kneels next to him, gently stroking his head.

LEIA: Why are they doing this?

HAN: They never even asked me any questions.

           The cell door slides open. Lando and two of his guards
        enter.

LEIA: Lando.

HAN: Get out of here, Lando!

LANDO: Shut up and listen! Vader has agreed to turn Leia and Chewie
over to me.

HAN: Over to you?

LANDO: They'll have to stay here, but at least they'll be safe.

LEIA: What about Han?

LANDO Vader's giving him to the bounty hunter.

LEIA: Vader wants us all dead.

LANDO: He doesn't want you at all. He's after somebody called
Skywalker.

HAN: Luke?

LANDO: Lord Vader has set a trap for him.

           Leia's mind is racing.

LEIA: And we're the bait.

LANDO: Well, he's on his way.

           Han's rage peaks.

HAN: Perfect. You fixed us all pretty good, didn't you? (spits it out)
My friend!

           Han hauls off and punches Lando. The two friends are
        instantly engaged in a frantic close-quarters fight. The
        guards hit Han with their rifle butts and he flies across the
        room. Chewie growls and starts for the guards. They point
        their laser weapons at the giant Wookiee, but Lando stops
        them.

LANDO: Stop! I've done all I can do. I'm sorry I couldn't do better,
but I have my own problems.

HAN: Yeah, you're a real hero.

           Lando and the guards leave. Han wipes the blood from his
        chin as Leia and Chewie help him up.

LEIA: (dabs at his wound) You certainly have a way with people.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER

           Four armor-suited stormtroopers stand at the ready in the
        large chamber, which is filled with pipes and chemical tanks.
        In the middle of the room is a round pit housing a hydraulic
        platform. Darth Vader and Lando stand near the platform.

VADER: This facility is crude, but it should be adequate to freeze
Skywalker for his journey to the Emperor.

           An Imperial soldier appears.

IMPERIAL SOLDIER: Lord Vader, ship approaching. X-wing class.

VADER: Good. Monitor Skywalker and allow him to land.

           The soldier bows and leaves the chamber.

LANDO: Lord Vader, we only use this facility for carbon freezing. If
you put him in there, it might kill him.

VADER: I do not want the Emperor's prize damaged. We will test it...on
Captain Solo.

           Lando's face registers dismay.

EXTERIOR: SPACE -- BESPIN SYSTEM -- LUKE'S X-WING

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

INTERIOR: LUKE'S X-WING -- COCKPIT

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

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER

           There is a great activity on the carbon-freezing platform.
        Six Ugnaughts frantically prepare the chamber for use. A
        special coffinlike container is put in place. With Boba Fett
        in the lead, a squad of six stormtroopers brings in Han, Leia
        and Chewie. Strapped to Chewie's back, with only his head,
        torso, and one arm assembled, is Threepio. Threepio's head
        faces the opposite direction from Chewie's and the droid is
        constantly twisting around in a vain effort to see what is
        happening. His one attached arm is animate and expressive,
        intermittently pointing, gesturing, and covering his eyes. The
        remaining pieces of his body are randomly bundled to the
        Wookiee's back so that his legs and other arm stick out at odd
        angles from the pack.

THREEPIO: If only you had attached my legs, I wouldn't be in this
ridiculous position. Now, remember, Chewbacca, you have a
responsibility to me, so don't do anything foolish.

HAN: (to Lando) What's going on...buddy?

LANDO: You're being put into carbon freeze.

           Boba Fett moves away from the group to Darth Vader.

BOBA FETT: What if he doesn't survive? He's worth a lot to me.

VADER: The Empire will compensate you if he dies. Put him in!

           Realizing what is about to happen, Chewie lets out a wild
        howl and attacks the stormtroopers surrounding Han. Within
        seconds, other Imperial reinforcements join the scuffle,
        clubbing the giant Wookiee with their laser weapons. From the
        instant of Chewie's first move, Threepio begins to scream in
        panic while he tries to protect himself with his one arm.

THREEPIO: Oh, no! No, no, no! Stop, Chewbacca, stop...!

           The stormtroopers are about to bash Chewie in the face.

HAN: Stop, Chewie, stop! Do you hear me? Stop!

THREEPIO: Yes, stop, please! I'm not ready to die.

           Han breaks away from his captors. Vader nods to the guards
        to let him go and the pirate breaks up the fight.

HAN: Chewie! Chewie, this won't help me. Hey!

           Han gives the Wookiee a stern look.

HAN: Save your strength. There'll be another time. The princess -- you
have to take care of her. You hear me?

           Han winks at the Wookiee, who wails a doleful farewell.
           In a flash the guards have slipped binders on Chewbacca,
        who is too distraught to protest. Han turns to Princess Leia.
        They look sorrowfully at one another, then Han moves toward
        her and gives her a final, passionate kiss.

LEIA: I love you!

HAN: I know.

           Tears roll down Leia's face as she watches the dashing
        pirate walk to the hydraulic platform. Han looks one final
        time at his friends -- and then, suddenly, the platform drops.
        Chewie howls. Leia turns away in agony. Lando winces in
        sorrow; it makes a life-changing impression on him.
           Instantly, fiery liquid begins to pour down in a shower of
        sparks and fluid as great as any steel furnace. Holding Leia,
        Chewie half-turns away from the sight, giving Threepio a view
        of the procedure.

THREEPIO: What...what's going on? Turn around, Chewbacca, I can't see.
Oh...they've encased him in carbonite. He should be quite
well-protected -- if he survives the freezing process, that is.

           Chewie is in no mood for technical discussion; he gives the
        droid an angry glance and barks.
           A huge mechanical tong lifts the steaming metal-encased
        space pirate out of the vat and stands him on the platform.
        Some Ugnaughts rush over and push the block over onto the
        platform. They slide the coffinlike structure to the block and
        lift the metal block, placing it inside. They then attach an
        electronic box onto the structure and step away.
           Lando kneels and adjusts some knobs, measuring the heat. He
        shakes his head in relief.

VADER: Well, Calrissian, did he survive?

LANDO: Yes, he's alive. And in perfect hibernation.

           Vader turns to Boba Fett.

VADER: He's all yours bounty hunter. Reset the chamber for Skywalker.

IMPERIAL OFFICER: Skywalker has just landed, my lord.

VADER: Good. See to it that he finds his way here. Calrissian, take
the princess and the Wookiee to my ship.

LANDO: You said they'd be left in the city under my supervision.

VADER: I am altering the deal. Pray I don't alter it any further.

           Lando's hand instinctively goes to his throat as he turns
        to Leia, Chewie, and Threepio.

INTERIOR: CLOUD CITY -- CORRIDOR -- DAY

           As Luke and Artoo move carefully down a deserted corridor,
        they hear a group of people coming down a side hallway. Artoo
        lets out an excited series of beeps and whistles. Luke glares
        at the tiny droid, who stops in his tracks with a feeble
        squeak.
           Boba Fett enters from a side hallway followed by two guards
        pushing the floating, encased body of Han Solo. Two
        stormtroopers, who follow, immediately spot Luke and open fire
        on him. The youth draws his weapon and blasts the two
        troopers before they can get off a second shot. The two guards
        whisk Han into another hallway as Fett lowers his arm and
        fires a deadly laser at Luke, which explodes to one side and
        tears up a huge chunk of wall.
           Luke rushes to a side hallway, but by the time he reaches
        it, Fett, Han, and the guards are gone. A think metal door
        blocks the passage. Luke turns to see Leia, Chewie, Threepio,
        and Lando being herded down a second hallway by several other
        stormtroopers. Leia turns just in time to see Luke.

LEIA: Luke! Luke, don't -- it's a trap! It's a trap!

           Before she can finish, she is pulled through a doorway and
        disappears from sight. Luke races after the group, leaving
        little Artoo trailing behind.

INTERIOR: CLOUD CITY -- ANTEROOM

           Luke runs into an anteroom and stops to get his bearings.
        Leia and the others are nowhere to be seen. Behind Luke, Artoo
        scoots down the corridor toward the anteroom when suddenly a
        giant metal door comes slamming down, cutting off Luke's exit.
        Several more doors clang shut, echoing through the chamber.

INTERIOR: CLOUD CITY -- HALLWAY LEADING TO ANTEROOM

           Artoo stands with his nose pressed against the giant metal
        door. He whistles a long sigh of relief and, a little dazed,
        wanders off in the other direction.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER -- ANTEROOM

           Luke cautiously walks forward among hissing pipes and
        steam. Seeing an opening above him, he stops to look up. As he
        does, the platform he stands on begins to move.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER

           Luke rises into the chamber, borne by the platform. The
        room is deathly quiet. Very little steam escapes the pipes and
        no one else seems to be in the large room. Warily, Luke walks
        toward the stairway.
           Steam begins to build up in the chamber. Looking up through
        the steam, Luke sees a dark figure standing on a walkway above
        him. Luke holsters his gun and moves up the stairs to face
        Vader. He feels confident, eager to engage his enemy.

VADER: The Force is with you, young Skywalker. But you are not a Jedi
yet.

           Luke ignites his sword in answer. In an instant, Vader's
        own sword is lit. Luke lunges, but Vader repels the blow.
        Again Luke attacks, and the swords of the two combatants clash
        in battle.

INTERIOR: CLOUD CITY -- CORRIDOR

           Leia, Lando, and Chewie, with Threepio on his back, march
        along, guarded by six stormtroopers. The group reaches an
        intersection where Lobot and a dozen of Lando's guards stand
        at attention.
           The guards immediately aim their weapons at the startled
        stormtroopers. Taking the stormtroopers' weapons from them,
        Lobot hands one to Leia and one to Lando.

LANDO: Well done. Hold them in the security tower -- and keep it
quiet. Move.

           As Lando's guards quickly march the stormtroopers away,
        Lando begins to undo Chewie's binding.

LEIA: What do you think you're doing?

LANDO: We're getting out of here.

THREEPIO: I knew all along it had to be a mistake.

           Chewie turns on Lando and starts to choke him.

LEIA: Do you think that after what you did to Han we're going to trust
you?

           Lando tries to free himself from Chewie.

LANDO: (choking) I had no choice...

           Chewie barks ferociously.

THREEPIO: (to Chewie) What are you doing? Trust him, trust him!

LEIA: Oh, so we understand, don't we, Chewie? He had no choice.

LANDO: I'm just trying to help...

LEIA: We don't need any of your help.

LANDO: (choking) H-a-a-a...

LEIA: What?

THREEPIO: It sounds like Han.

LANDO: There's still a chance to save Han...I mean, at the East
Platform...

LEIA: Chewie.

           Chewie finally releases Lando, who fights to get his breath
        back.

THREEPIO: (to Lando) I'm terribly sorry about all this. After all,
he's only a Wookiee.

EXTERIOR: CLOUD CITY -- EAST LANDING PLATFORM -- BOBA FETT'S SHIP

           The two guards slide Han's encased body into an opening in
        the side of the bounty hunter's ship. Boba Fett climb aboard
        on a ladder next to the cargo hold.

BOBA FETT: Put Captain Solo in the cargo hold.

           And with that, the door slams shut.

INTERIOR: CLOUD CITY -- CORRIDOR

           Lando, Leia, and Chewie run down a Cloud City corridor when
        suddenly they spot Artoo who rushes toward them, beeping
        wildly.

THREEPIO: Artoo! Artoo! Where have you been?

           Chewie turns around to see the stubby droid, causing
        Threepio to be spun out of sight of his friend.

THREEPIO: Turn around, you wooly...! (to Artoo) Hurry, hurry! We're
trying to save Han from the bounty hunter!

           Whistling frantically to Threepio, Artoo scoots along with
        the racing group.

THREEPIO: Well, at least your still in one piece! Look what happened
to me!

EXTERIOR: EAST LANDING PLATFORM -- SIDE BAY

           An elevator door slides open and Lando, Leia, and Chewbacca
        race for a large bay overlooking the East Landing Platform.
           Just as they arrive, Boba Fett's ship takes off against a
        cloudy sunset sky.
           In wild anguish, Chewie howls and starts firing at the
        ship.

THREEPIO: Oh, no! Chewie, they're behind you!

           A laser bolt explodes near the princess. Everyone turns to
        see what Threepio has already spotted coming from the other
        direction; a squad of stormtroopers running toward them. Artoo
        peeks out from the elevator.
           Leia and Chewbacca start firing at the troopers as Lando
        makes a break for the elevator. Laser bolts continue to
        explode around the princess and the Wookiee, but they refuse
        to budge. Lando sticks his head out of the elevator and
        motions for the pair to run, but they barely notice. They seem
        possessed, transported, as all the frustration of captivity
        and anger of loss pour through their death-dealing weapons.
           But after a few moments, they begin to move through the
        rain of laser fire toward the elevator. Once they are inside,
        the door slams shut and the stormtroopers race forward.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER

           Luke and Vader are locked in combat on the platform
        overlooking the chamber. Their swords clash, the platform
        sways. Luke aggressively drives Vader back, forcing Vader to
        use defensive tactics.

VADER: You have learned much, young one.

LUKE: You'll find I'm full of surprises.

           Vader makes two quick moves, hooking Luke's sword out of
        his hand and sending it flying. Another lightning move at
        Luke's feet forces the youth to jump back to protect himself.
        Losing his balance, Luke rolls down the stairs to the circular
        carbon-freezing platform. There he sprawls on the floor,
        surprised and shaken. Just in time he looks up to see Vader,
        like a giant black bird, flying right at him. Luke rolls away
        as Vader lands. Crouching, Luke keeps his gaze steadily on his
        enemy.

VADER: Your destiny lies with me, Skywalker. Obi-Wan knew this to be
true.

LUKE: No!

           Behind Luke the hydraulic elevator cover has opened
        noiselessly. All the while, Luke slowly, cautiously moves
        back, away from the Dark Lord.
           Suddenly, Vader attacks so forcefully that Luke loses his
        balance and falls back into the opening. There is a rumble,
        and in an instant freezing steam rises to obscure Vader's
        vision.  Vader turns aside and deactivates his sword.

VADER: All to easy. Perhaps you are not as strong as the Emperor
thought.

           Through the steam behind Vader something blurs upward.
        Liquid metal begins to pour into the pit.
           Vader turns around -- and then looks up. He sees Luke, who
        has leaped fifteen feet straight up and who now hangs from
        some hoses on the carbonite outlet.

VADER: Impressive...most impressive.

           Luke jumps down to the platform where he is separated from
        Vader by the steaming carbonite pit. He raises his hand. His
        sword, which had fallen on another part of the platform,
        swiftly jumps into his outstretched hand and is instantly
        ignited. Vader immediately lights his sword as well.

VADER: Obi-Wan has taught you well. You have controlled your fear...
now release your anger.

           Luke is more cautious, controlling his anger. He begins to
        retreat as Vader goads him on. As Luke takes a defensive
        position, he realizes he has been foolhardy. A quick sword
        exchange and Luke forces Vader back. Another exchange and
        Vader retreats. Luke presses forward.

VADER: Only your hatred can destroy me.

           Breathing hard, Luke jumps in the air, turning a somersault
        over Vader. He lands on the floor and slashes at Vader as the
        room continues to fill up with steam.
           Vader retreats before Luke's skillful sword. Vader blocks
        the sword, but looses his balance and falls into the outer rim
        of pipes. The energy Luke has used to stop Vader has brought
        him to the point of collapse. Luke moves to the edge and looks
        down, but sees no sign of Vader. He then deactivates his
        sword, hooks it on his belt, and lowers himself into the pit.

INTERIOR: CLOUD CITY -- TUNNEL AND REACTOR CONTROL ROOM

           Moving through a tunnellike entrance, Luke cautiously
        approaches the reactor room. He ignites his sword and moves
        into the room and toward a large window as Vader enters.
           Luke raises his sword and moves forward to attack.
           Behind Luke a large piece of machinery detaches itself from
        the wall and comes smashing forward toward his back. Luke
        turns and cuts it in half just as another machine comes
        hurtling at him. Using the Force, Luke manages to deflect it
        and send it flying as if it had hit an invisible shield. A
        large pipe detaches and comes flying at Luke. He deflects it.
        Sparking wires pull out of the wall and begin to whip at the
        youth. Small tools and equipment come flying at him.
        Bombardment from all sides, Luke does his best to deflect
        everything, but soon he is bloodied and bruised. Finally, one
        machine glances off his and goes flying out the large window.
        A fierce wind blows into the room, unmoving, stands the dark,
        rocklike figure of Vader.
           A piece of machinery hits Luke and he is knocked out of the
        window.

INTERIOR: GANTRY -- OUTSIDE CONTROL ROOM -- REACTOR SHAFT

           Luke falls onto the gantry, rolls, and hangs over the edge,
        holding his deactivated sword in hand. He puts the sword on
        his belt and begins to scramble up.

INTERIOR: CLOUD CITY -- CORRIDOR LEADING TO LANDING PLATFORM

           Leia, Lando, Chewie and the droids come round a corner and
        head for the door to the landing platform. They glimpse the
        Millennium Falcon for a moment before the door slams shut. The
        group ducks into an alcove as stormtroopers arrive at the end
        of the corridor. The troopers send a rain of laser bolts at
        the group. Chewie returns their fire as Lando punches
        desperately at the door's control panel.

LANDO: The security codes has been changed!

THREEPIO: Artoo, you can tell the computer to override the security
system.

           Threepio points to a computer socket on the control panel.
        Artoo beeps and scoots toward it. Lando meanwhile has
        connected up to the panel's intercom.

LANDO: Attention! This is Lando Calrissian. The Empire has takes
control of the city. I advise everyone to leave before more Imperial
troops arrive.

           Artoo takes off a computer cover and sticks his computer
        arm into the socket. Suddenly, a short beep turns into a wild
        scream. Artoo's circuits light up, his head spins wildly, and
        smoke begins to seep out underneath him. Quickly, Chewie pulls
        him away.

LANDO: This way.

           Lando, Leia, Artoo, and Chewie flee down the corridor. As
        he scoots along with them, Artoo sends some angry beeps
        Threepio's way.

THREEPIO: Don't blame me. I'm an interpreter. I'm not supposed to know
a power socket from a computer terminal.

INTERIOR: CLOUD CITY -- CORRIDOR

           In a panic, Cloud City residents are trying to get out of
        the city. Some carry boxes, others packages. They run, then
        change direction. Some are shooting at stormtroopers, others
        simply try to hide.
           Other stormtroopers pursue Lando, Leia, and Chewie who are
        firing back at them. Artoo works on another door to the
        landing platform while Threepio berates him for his seeming
        ineptitude.

THREEPIO: What are you talking about? We're not interested in the
hyperdrive on the Millennium Falcon. It's fixed! Just open the door,
you stupid lump.

           Chewie, Leia, and Lando retreat along the corridor. A
        triumphant beep from Artoo -- and the door snaps open.

THREEPIO: (to Artoo) I never doubted you for a second. Wonderful!

           Artoo lays a cloud fog, obscuring everything, as the group
        dashes outside.

EXTERIOR: LANDING PLATFORM -- CLOUD CITY -- DUSK

           They race for the Millennium Falcon as a battalion of
        stormtroopers reaches the main door. Lando and Leia hold off
        the troops as the droids get on board with Chewie. As Chewie
        bounds to the ship the Threepio on his back, Threepio hits his
        head on the top of the ramp.

THREEPIO: Ouch! Oh! Ah! That hurt, Bend down, you thoughtless...Ow!

           Chewie starts up the ship. The giant engines begin to whine
        as Lando and Leia race up the ramp under a hail of laser fire.

LANDO: Leia! Go!

INTERIOR: MILLENNIUM FALCON -- CORRIDOR

           Artoo drags the partially assembled Threepio down the
        corridor of the Falcon.

THREEPIO: I thought that hairy beast would be the end of me. Of
course, I've looked better.

           Artoo beeps understandingly.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Chewie works the controls as Leia sits in Han's seat and
        Lando watches over their shoulders. As Chewie pulls back on
        the throttle, the ship begins to move.

EXTERIOR: CLOUD CITY -- LANDING PLATFORM -- DUSK

           The Millennium Falcon lifts gracefully into the twilight
        sky and roars away from the city. Troops fire after it and TIE
        fighters take off in pursuit.

INTERIOR: GANTRY -- OUTSIDE CONTROL ROOM -- REACTOR SHAFT

           Luke moves along the railing and up to the control room.
        Vader lunges at him and Luke immediately raises his lit sword
        to meet Vader's. Sparks fly as they duel, Vader gradually
        forcing Luke backward toward the gantry.

VADER: You are beaten. It is useless to resist. Don't let yourself be
destroyed as Obi-Wan did.

           Luke answers by rolling sideways and thrusting his sword at
        Vader so viciously that he nicks Vader on the shoulder. The
        black armor sparks and smokes and Vader seems to be hurt, but
        immediately recovers.
           Luke backs off along the narrow end of the gantry as Vader
        comes at him, slashing at the young Jedi with his sword. Luke
        makes a quick move around the instrument complex attached to
        the end of the gantry. Vader's sword comes slashing down,
        cutting the complex loose; it begins to fall, then is caught
        by the rising wind and blown upward.
           Luke glances at the instrument complex floating away. At
        that instant, Vader's sword comes down across Luke's right
        forearm, cutting off his hand and sending his sword flying.
        In great pain, Luke squeezes his forearm under his left armpit
        and moves back along the gantry to its extreme end. Vader
        follows. The wind subsides. Luke holds on. There is nowhere
        else to go.

VADER: There is no escape. Don't make me destroy you. You do not yet
realize your importance. You have only begun to discover you power.
Join me and I will complete your training. With our combined strength,
we can end this destructive conflict and bring order to the galaxy.

LUKE: I'll never join you!

VADER: If you only knew the power of the dark side. Obi-Wan never told
you what happened to your father.

LUKE: He told me enough! He told me you killed him.

VADER: No. I am your father.

           Shocked, Luke looks at Vader in utter disbelief.

LUKE: No. No. That's not true! That's impossible!

VADER: Search your feelings. You know it to be true.

LUKE: No! No! No!

VADER: Luke. You can destroy the Emperor. He has foreseen this. It is
your destiny. Join me, and we can rule the galaxy as father and son.
Come with me. It's the only way.

           Vader puts away his sword and holds his hand out to Luke.
           A calm comes over Luke, and he makes a decision. In the
        next instant he steps off the gantry platform into space. The
        Dark Lord looks over the platform and sees Luke falling far
        below. The wind begins to blow at Vader's cape and the torrent
        finally forces him back, away from the edge. The wind soon
        fades and the wounded Jedi begins to drop fast, unable to grab
        onto anything to break his fall.

INTERIOR: REACTOR SHAFT

           Suddenly Luke is sucked into an exhaust pipe in the side of
        the shaft. When Vader sees this, he turns and hurries off the
        platform.

INTERIOR: EXHAUST PIPE

           Luke tumbles through the exhaust pipe.
           He slides to the end of the slickly polished pipe and stops
        as his feet hit a circular grill and knock it open. Luke claws
        at the surface of the pipe, trying to keep from sliding out
        into space.

EXTERIOR: BOTTOM OF CLOUD CITY -- WEATHER VANE -- DUSK

           Unable to hang onto the pipe, Luke tumbles out, emerging at
        the undermost part of Cloud City. Reaching out desperately, he
        manages to grab onto on electronic weather vane.

LUKE: Ben...Ben, please!

           Luke tries to pull himself up on the weather vane but slips
        back down. He hooks one of his legs around the fragile
        instruments. All the while, a powerful current of air rushes
        out at him from the exhaust pipe.

LUKE: Ben. Leia!

           There is an ominous cracking sound from the base of the
        weather vane and a piece breaks off, falling into the clouds
        far below.

LUKE: Hear me! Leia!

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Leia seems to be lost in a fog, her expression troubled.
        Chewie is busy operating the ship. Lando stands next to the
        Wookiee, watching a readout on the control panel.

LEIA: Luke...We've got to go back.

           Chewie growls in surprise.

LANDO: What?

LEIA: I know where Luke is.

LANDO: But what about those fighter?

           Chewie barks in agreement with Lando.

LEIA: Chewie, just do it.

LANDO: But what about Vader?

           Chewie turns on Lando, the newcomer, with an ominous growl.

LANDO: All right, all right, all right.

EXTERIOR: CLOUD CITY -- MILLENNIUM FALCON -- DUSK

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

EXTERIOR: CLOUD CITY -- LANDING PLATFORM

           Vader enters the landing platform and watches as the speck
        that is the Falcon disappears. The wind blows at his cape.
           He turns to two aides who are standing near the entrance to
        the landing platform.

VADER: Bring my shuttle.

EXTERIOR: BOTTOM OF CLOUD CITY -- WEATHER VANE

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

EXTERIOR: MILLENNIUM FALCON -- BOTTOM OF CLOUD CITY

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

INTERIOR: MILLENNIUM FALCON

           Leia tries to remain calm.

LANDO: (pointing out the cockpit window) Look, someone's up there.

LEIA: It's Luke. Chewie, slow down. Slow down and we'll get under him.
Lando, open the top hatch.

           Lando rushes out of the cockpit.

EXTERIOR: BOTTOM OF CLOUD CITY -- WEATHER VANE

           Luke hangs by one arm from the crossbar of the weather
        vane. He slips from the bar and grabs onto the pole of the
        vane as the Falcon banks toward him. The Falcon positions
        itself under Luke as Lando moves up through the opening of the
        hatch. Luke begins to slide and finally falls from the vane
        into space.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Out the cockpit window, Leia sees Luke falling from the
        bottom of the city. The ship gains on him.

LEIA: Okay. Easy, Chewie.

           The Falcon closes in on Luke.

EXTERIOR: BOTTOM OF CLOUD CITY

           Three TIE fighters race toward the Falcon, firing away.

INTERIOR: MILLENNIUM FALCON -- HATCH

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Flak bursts all around it as the Falcon banks away from the
        city. Leia and Chewie struggle with the controls.

LEIA: (into intercom) Lando?

LANDO: (over intercom) Okay, let's go.

EXTERIOR: BOTTOM OF CLOUD CITY

           The Falcon races away. It is closely followed by three TIE
        fighters, all of which keep up a heavy laser assault on the
        fleeing starship.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Explosions erupt all around the cockpit, buffeting the ship
        wildly. Chewie howls as he frantically tries to control the
        ship.
           Leia and Chewie turns to see Luke, bloody and battered,
        enter the cockpit supported by Lando. Leia jumps up and hugs
        him while Chewie barks in joyous relief.

LUKE: Oh, Leia.

LANDO: All right, Chewie. Let's go.

           Leia helps Luke from the cockpit as another huge blast
        rocks the ship.

EXTERIOR: SPACE -- CLOUD CITY -- DAY

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

INTERIOR: MILLENNIUM FALCON -- SLEEPING QUARTERS

           Luke rests on a cot, his injured arm wrapped in a
        protective cuff. Leia gently wipes his face. The ship lurches
        again.

LEIA: I'll be back.

           She kisses him, then leaves the quarters.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           All over the ship muted alarm buzzers sound. Lando
        anxiously watches the flashing lights on the control panel and
        hurriedly adjusts some switches. Seated next to him, Chewie
        points out a new blip appearing on the panel. Leia, watching
        over their shoulders, recognizes the shape.

LEIA: Star Destroyer.

LANDO: All right, Chewie. Ready for light-speed.

LEIA: If your people fixed the hyperdrive.

           Another explosion rocks the ship. Leia notices as a green
        light on the panel next to her flashes on.

LEIA: All the coordinates are set. It's now or never.

           Chewie barks in agreement.

LANDO: Punch it!

           The Wookiee shrugs and pulls back on the light-speed
        throttle. The sound of the ion engine changes...it is winding
        up. Faces are tense, expectant. But nothing happens, and the
        engine goes off. Chewie lets out a frustrated howl. The flak
        still violently rocks the ship.

LANDO: They told me they fixed it. I trusted them to fix it. It's not
my fault!

           Chewie gets up from his chair and starts out of the
        cockpit. He gives Lando and angry shove as he storms past him.

EXTERIOR: SPACE

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

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

           Vader stands on the bridge looking out the window as
        Admiral Piett approaches him.

PIETT: They'll be in range of our tractor beam in moments, lord.

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

PIETT: Yes, my lord.

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

PIETT: Yes, my lord.

INTERIOR: MILLENNIUM FALCON

           Beeping while he works, Artoo is busy connecting some wires
        to Threepio who now has one leg attached.
           Chewie enters through the doorway, grunting to himself.

THREEPIO: Noisy brute. Why don't we just go into light-speed?

           Artoo beeps in response.

THREEPIO: We can't? How would you know the hyperdrive is deactivated?

           Artoo whistles knowingly.

THREEPIO: The city's central computer told you? Artoo-Detoo, you know
better than to trust a strange computer. Ouch! Pay attention to what
you're doing!

           Chewie is in the pit. He is trying to loosen something with
        an enormous wrench. Frustrated, he uses the wrench like a club
        and hits the panel...

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

           Vader stands on the bridge, watching as the Millennium
        Falcon is chased by the TIE fighters. As his Destroyer draws
        nearer, Vader's breathing gets slightly faster.

VADER: Luke.

INTERIOR: MILLENNIUM FALCON -- SLEEPING QUARTERS

           Luke realizes that Vader's ship is very near. He feels
        resigned to his fate. He senses that he is beaten, more
        emotionally than physically.

LUKE: Father.

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

VADER: Son, come with me.

INTERIOR: MILLENNIUM FALCON -- SLEEPING QUARTERS

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Lando and Leia are at the controls of the Falcon.
        Meanwhile, in the ship's hold, Chewie continues to work
        frantically on the hyperdrive mechanism.

LANDO: (into intercom) Chewie!

EXTERIOR: SPACE

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

LUKE: It's Vader.

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

VADER: Luke...it is your destiny.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

LUKE: Ben, why didn't you tell me?

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

PIETT: Alert all commands. Ready for the tractor beam.

INTERIOR: MILLENNIUM FALCON -- HOLD

           Artoo races to a control panel and starts working on a
        circuit board. Furious, Threepio stands on one leg, yelling.

THREEPIO: Artoo, come back at once! You haven't finished with me yet!
You don't know how to fix the hyperdrive. Chewbacca can do it. I'm
standing here in pieces, and you're having delusions of grandeur!

           Artoo moves a circuit on a control panel. Suddenly, the
        control panel lights up.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

INTERIOR: MILLENNIUM FALCON -- HOLD

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

THREEPIO: Oh, you did it!

EXTERIOR: SPACE

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

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

           Admiral Piett and another captain glance at Vader in
        terror. Vader turns slowly and walks off the bridge, his hands
        held behind his back in a contemplative gesture.

EXTERIOR: SPACE -- REBEL CRUISER

           The Millennium Falcon is attached to a huge Rebel cruiser
        by a docking tube. Rebel fighters move about the giant
        cruiser, and a Rebel transport ship hovers near the fleet.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Lando sits in the pilot's seat as he talks into the
        comlink. Chewie busily throws a variety of switches in
        preparation for takeoff.

LANDO: (into comlink) Luke, we're ready for takeoff.

LUKE: (over comlink) Good luck, Lando

LANDO: (into comlink) When we find Jabba the Hut and that bounty
hunter, we'll contact you.

INTERIOR: STAR CRUISER -- MEDICAL CENTER

           Luke speaking into the comlink as a medical droid works on
        his hand. Leia stands near him while Threepio and Artoo look
        out the window.

LUKE: (into comlink) I'll meet you at the rendezvous point on
Tatooine.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

INTERIOR: STAR CRUISER -- MEDICAL CENTER

LUKE: (into comlink) Chewie, I'll be waiting for your signal.

           Chewie's wail comes over the comlink.

LUKE: (into comlink) Take care, you two. May the Force be with you.

           Luke looks down at his hand. A metalized type of bandage
        has been wrapped around his wrist. The medical droid makes
        some adjustments in a tiny electronic unit, then pricks each
        one of Luke's fingers.

LUKE: Ow!

           Luke wriggles his fingers, makes a fist, and relaxes it.
        His hand is completely functional.
           He gets up and walks over to Leia. There is a new bond
        between them, a new understanding. Leia is thinking about Han;
        Luke is thinking about his uncertain and newly complicated
        future. Together they stand at the large window of the medical
        center looking out on the Rebel Star Cruiser and a dense,
        luminous galaxy swirling in space. Luke puts his arm around
        Leia. The droids stand next to them, and Threepio moves closer
        to Artoo putting his arm on him. The group watches as the
        Millennium Falcon moves into view, makes a turn, and zooms
        away into space.

EXTERIOR: SPACE -- REBEL STAR CRUISER

           While Luke, Leia, and the droids stand, looking out the
        window of the star cruiser, two escort fighters join the large
        ship. Slowly, the cruiser turns and moves away into space.

DISSOLVE TO:

EXTERIOR: GALAXY -- SPACE


             END CREDITS FADE IN AND OUT OVER BACKGROUND

                               THE END

                             Directed by
                            IRVIN KERSHNER
                             Produced by
                              GARY KURTZ
                            Screenplay by
                  LEIGH BRACKETT and LAWRENCE KASDAN
                               Story by
                             GEORGE LUCAS
                          Executive Producer
                             GEORGE LUCAS

                               STARRING
Luke Skywalker                                                     MARK HAMILL
Han Solo                                                         HARRISON FORD
Princess Leia                                                    CARRIE FISHER
Lando Calrissian                                            BILLY DEE WILLIAMS
C-3PO                                                          ANTHONY DANIELS
                             CO-STARRING

Darth Vader                                                       DAVID PROWSE
Chewbacca                                                         PETER MAYHEW
R2-D2                                                              KENNY BAKER
Yoda                                                                  FRANK OZ

                         Production Designer
                           NORMAN REYNOLDS
                       Director of Photography
                       PETER SUSCHITZKY b.s.c.
                              Edited by
                          PAUL HIRSCH a.c.e.
                        Visual Special Effects
                    BRIAN JOHNSON, RICHARD EDLUND
                               Music by
                            JOHN WILLIAMS
              Performed by the London Symphony Orchestra
                         Associate Procuders
                      ROBERT WATTS, JAMES BLOOM

                           SUPPORTING CAST
Ben (Obi-Wan) Kenobi                                             ALEC GUINNESS
Boba Fett                                                       JEREMY BULLOCH
Lando's Aide                                                       JOHN HOLLIS
Chief Ugnaught                                                     JACK PURVIS
Snow Creature                                                         DES WEBB
Performing Assistant for Yoda                                   KATHRYN MULLEN
Voice of Emperor                                                  CLIVE REVILL

                           IMPERIAL FORCES

Admiral Piett                                                   KENNETH COLLEY
General Veers                                                    JULIAN COLLEY
Admiral Ozzel                                                   MICHAEL SHEARD
Captain Needa                                                   MICHAEL CULVER
                            Other Officers
        JOHN DICKS, MILTON JOHNS, MARK JONES, OLIVER MAGUIRE,
                             ROBIN SCOBEY

                             REBEL FORCES

General Rieekan                                                      BRUCE BOA
Zev (Rouge 2)                                               CHRISTOPHER MALCOM
Wedge (Rouge 3)                                                  DENNIS LAWSON
Hobbie (Rouge 4)                                              RICHARD OLDFIELD
Dak (Luke's Gunner)                                                JOHN MORTON
Janson (Wedge's Gunner)                                             IAN LISTON
Major Derlin                                                 JOHN RATZRNBERGER
Deck Lieutanant                                                  JAKE McKENZIE
Head Controller                                                    JERRY HARTE
                            Other Officers
      NORMAN CHANCER, NORWICH DUFF, RAY HASSETT, BRIGITTE KAHN,
                            BERNELL TUCKER

               Design Consultant and Conceptual Artist
                           RALPH McQUARRIE
                            Art Directors
               LESLIE DILLEY, HARRY LANCE, ALAN TOMKINS
                            Set Decorator
                             MICHAEL FORD
                         Construction Manager
                              Bill Welch
                       Assistant Art Directors
                      MICHAEL LAMONT, FRED HOLE
                            Sketch Artist
                             IVOR BEDDOES
                              Draftsman
TED AMBROSE, MICHAEL BOONE, REG BREAM, STEAVE COOPER, RICHARD DAWKING
                              Modellers
                 FRED EVANS, ALLAN MOSS, JAN STEVENS
                             Chief Buyer
                EDWARD RODRIGO
                        Construction Storeman
                            DAVE MIDDLETON

                         Operating Cameramen
                      KELVIN PIKE, DAVID GARFATH
                          Assistant Camermen
                     MAURICE ARNOLD, CHRIS TANNER
                      Second Assistant Cameraman
                     PETER ROBINSON, BRIAN OSBORN
                     Matte Photography Consultant
                         STANLEY SAYER b.s.c.
                                Gaffer
                             LUARIE SHANE
                            Rigging Gaffer
                              JOHN CLARK
            Lighting Equipment and Crew from Lee Electric

                 Make-up and Special Creature Design
                           STUART FREEBORN
                         Chief Make-up Artist
                           GRAHAM FREEBORN
                           Make-up Artists
                       KAY FREEBORN, NICK MALEY
                          Chief Hairdresser
                           BARBARA RITCHIE
                           Yoda Fabrication
                            WENDY MIDENER

                           Costume Designer
                              JOHN MOLLO
                         Wardrobe Supervisor
                            TINY NICHOLLS
                          Wardrobe Mistress
                           EILEEN SULLIVAN

                           Property Master
                             FRANK BURTON
                         Property Supervisor
                           CHARLES TORBETT
                     Property Dressing Supervisor
                              JOE DIPPLE
                            Head Carpenter
                            GEORGE GUNNING
                            Head Plastarer
                             BERT RODWELL
                             Head Rigger
                             RED LAWRENCE

          Sound Design and Supervising Sound Effects Editor
                              BEN BURTT
                            Sound Editors
            MICHAEL BURROW, TERESA ECKTON, BONNIE KOEHLER
                           Producion Sound
                             PETER SUTTON
                         Sound Boom Operator
                             DON WORTHAM
                        Production Maintenance
                             RON BUTCHER
                             Re-Recording
              BILL VARNEY, STEVE MASLOW, GREGG LANDAKES
                           Music Recording
                            ERIC TOMLINSON
                            Orchestrations
                          HERBERT W. SPENCER
                       Supervising Music Editor
                           KENNETH WANNBERG
                        Assistant Film Editors
    DUWAYNE DUNHAM, PHIL SANDERSON, BARBARA ELLIS, STEVE STARKEY,
                            PAUL TOMLINSON
                           Dialogue Editors
            CURT SCHULKEY, LESLIE SHATZ, JOANNE D'ANTONIO
                         Optical Coordinator
                           ROBERT FRIEDMAN
                       Assistant Sound Editors
JOHN  BENSON, JOANNE CAPPUCCELLI, KEN FISCHER, CRAIG JAEGER, NANCY JENCKS,
                           LAUREL LADEVICH
                            Foley Editors
                    ROBERT RUTLEDGE, SCOTT HECKER
                           Foley Assistants
                    EDWARD M. STEIDELE, JOHN ROESH
                       Sound Effects Recording
                              RANDY THOM
                        Recording Technicians
                 GARY SUMMERS, HOWIE, KEVIN O'CONNELL

                        Production Supervisor
                            BRUCE SHARMAN
                     Assistant Production Manager
                             PATRICA CARR
                        Production Coordinator
                             MIKI HERMAN
                       First Assistant Director
                            DAVID TOMBLIN
                      Second Assistant Directors
                      STEVE LANNING, ROY BUTTON
                           Location Manager
                            PHILIP KOHLER
                              Continuity
                      KAY RAWLINGS, PAMELA MANN
                               Casting
               IRENE LAMB, TERRY LEIBLING, ROB EDMISTON
                        Assistant to Producer
                             BUNNY ALSUP
                        Assistant to Direcctor
                             Debbie Shaw
                   Assistant to Executive Producer
                               JANE BAY
                        Production Assistants
              BARBARA HARLEY, NICK LAWS, CHARLES WESSLER
                          Stunt Coordinator
                            PETER DIAMOND
                            Stunt Doubles
                     BOB ANDERSON, COLIN SKEAPING
                        Production Accountant
                              RON PHIPPS
                         Assistant Accountant
                           MICHAEL LARKINS
                         Set Cost Controller
                              KEN GORDON
                         Location Accountant
                               RON COOK
                          Staff Photographer
                            GEORGE WHITEAR
                            Unit Publicist
                             ALANN ARNOLD
                         Assistant Publicist
                             KRISTEN WING

                          Studio Secont Unit
                              Directors
                      HARLEY COKLISS, JOHN BARRY
                       Directory of Photography
                             CHRIS MENGES
                          Assistant Director
                           DOMINIC FULFORD
                      Second Assistant Director
                          ANDREW MONTGOMERY

                         Location Secont Unit
                               Director
                           PETER MacDONALD
                       Director of Photography
                             GEOFF GLOVER
                         Operating Cameraman
                              BOB SMITH
                         Assistant Cameramen
                     JOHN CAMPBELL, MIKEBREWSTER
                      Second Assistant Cameramen
                        JOHN KEEN, GREG DUPRE
                              Dolly Grip
                              FRANK BATT
                          Production Manager
                            SVIEN JOHANSEN
                         Assistant Directors
                       BILL WESTLEY, OLA SOLUM

                Production and Mechanical Effects Unit
                    Mechanical Effects Supervisor
                             NICK ALLDER
                       Location Unit Supervisor
                             ALLAN BRYCE
                       Senior Effects Technician
                       NIEL SWAN, DAVE WATKINS
                   Robot Fabrication and Supervisor
                        ANDREW KELLY, RONHONE
                         Effects Technicians
PHIL KNOWLES, BARRY WHITROD, MARTIN GANT, BRIANEKE, GUY HUDSON, DENNIS LOWE
                         Effects Engineering
                     ROGER NICHILLS, STEVE LLOYD
                         Electrical Engineer
                              JOHN HATT
                        Electircal Consultant
                            ROB DICKINSON
                          Model Construction
                            JOHN PAKENHAM
                          Effects Assistants
               ALAN POOLE, DIGBY MILNER, ROBERT McLAREN
                          Effects Secretary
                              GILL CASE

                  Miniature and Optical Effects Unit
                   Effects Director of Photography
                             DENNIS MUREN
                          Effects Cameramen
                      KEN RALSTON, JIM VEILLEUX
                           Camera Operators
                          DON DOW, BILL NEIL
                         Assistant Cameramen
SELWYN EDDY, JODY WESTHIEMER, RICK FIGHTER, CLINT PALMER, MICHAEL McALISTER,
              PAUL HUSTON, RICHARD FISH, CHRIS ANDERSON

                    Optical Photography Supervisor
                           BRUCE NICHOLSON
                      Optical Printer Operators
                DAVID BERRY, KENNETH SMITHDONALD CLARK
                           Optical Line-up
WARREN FRANKLIN, MARK YARGO, PETER AMUNDSON, LORING DOYLE, THOMAS ROSSETER,
                       TAM PILLSBURY, JAMES LIM
                         Optical Coordinator
                            LAURIE VERMONT
                        Labroatory Technicians
                 TIM GEIDEMAN, DUNCAN MYERS, ED JONES

                    Art Director - Visual Effects
                             JOE JOHNSTON
                        Assistant Art Director
                          NILO MODIS JAMERO

                        Stop Motion Animation
                        JON BERG, PHIT TIPPETT
                       Stop Motion Technicians
                      TOM ST. AMANO, DOUG BESICK

                      Matte Painting Supervisor
                          HARRISON ELLENSHAW
                            Matte Artists
                  RALPH McQUARRIE, MICHAEL PANGRAZIO
                          Matte Photography
                             NEIL KREPELA
                     Additional Matte Photography