A vast sea of stars serves as the backdrop for the main
title. War drums echo through the heavens as a rollup
slowly crawls into infinity.
 

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.

Artoo razzes again to get in the last word.

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, which is seen eating carrion, 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, as the
wampa continues to eat.

Just as the ice creature looms over Luke, the lightsaber
jumps into Luke's hand.

The young warrior instantly ignites his sword, swinging up,
catching the wampa's attention, 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 clutches his bloody
stump and 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
twenty-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 up.
(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 so good to see you fully functional
again.

LUKE: Thanks, Threepio.

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.

EXTERIOR: SPACE -- IMPERIAL FLEET

Six huge Star Destroyers move through space into the Hoth system.

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's 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.

INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT

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 crossfire, 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!

Luke's Snowspeeder crash-dives toward the legs of the giant
walker.

EXTERIOR: LUKE'S SNOWSPEEDER, ROUGE LEADER

Luke's Snowspeeder crash-lands.

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

Luke struggles to escape from the cockpit as a walker bears
down on him and throws himself clear just in time.

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 midstep. 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: IMPERIAL SNOW WALKER -- COCKPIT

From the cockpit of Veer's snow walker the Rebel main generator
can be seen exploding in a ball of flame.

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.(to Leia)
Come on!

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 in 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! There's no where to go.

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? Well, 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. As the Falcon
and the cloud cars approach the city, they bank around a
large structure and fly in toward the landing platform where
the Falcon begins its descent.

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.

EXTERIOR: BESPIN SURFACE -- CLOUD CAR

A twin-pod cloud car flies away from the suspended Cloud City.
Another cloud car banks along Cloud City's surface, between
buildings and behind and around the tower room. Through a window,
Leia can be seen pacing.

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. A large elevator asscends just outside
the window behind them.

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/EXTERIOR: CLOUD CITY -- BALCONY

Lando, Leia, and Chewie run on a long balcony overlooking
the city, 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.
Bombarded 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.

EXTERIOR: CLOUD CITY -- WALKWAYS AND STREETS

The citizens of Cloud City stop their activities to listen to
Lando's announcement.

LANDO: The Empire has taken control of the city. I advise everyone
to leave before more Imperial troops arrive.

INTERIOR: CLOUD CITY -- CORRIDOR LEADING TO LANDING PLATFORM

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: Alert my Star Destroyer to prepare for my arrival.

EXTERIOR: CLOUD CITY -- LANDING PLATFORM

Darth Vader and his aides approach an Imperial Shuttle parked
on the landing platform.

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