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Empire Strikes Back -- The Shooting Script


                              STAR WARS

                              Episode V
                                   
                       THE EMPIRE STRIKES BACK

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

                            LUCASFILM LTD.


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


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


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


EXTERIOR: GALAXY -- PLANET HOTH

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

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

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

EXTERIOR: PLAIN OF HOTH -- DAY

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

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

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

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

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

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

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

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

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

LUKE: Aaargh!

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

EXTERIOR: HOTH -- REBEL BASE ENTRANCE -- DAY

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

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

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

HAN: Chewie!

           The Wookiee grumbles a reply.

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

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

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

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

RIEEKAN: Solo?

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

RIEEKAN: Commander Skywalker reported in yet?

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

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

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

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

           Princess Leia, standing at a console nearby, is dressed in a
        short white combat jacket and pants. Her hair is braided across
        her head in a Nordic fashion. She overhears their 
        conversation and seems somewhat distressed.

RIEEKAN: I'm sorry to hear that.

HAN: Well, there's a price on my head. If I don't pay off Jabba the
Hut, I'm a dead man.

RIEEKAN: A death mark's not an easy thing to live with. You're a good
fighter, Solo. I hate to lose you.

HAN: Thank you, General.

           He turns to Leia as Rieekan moves away.

HAN: (with feeling) Well, Your Highness, I guess this is it.

LEIA: That's right.

           Leia is angry. Han sees she has no warmth to offer him. He
        shakes his head and adopts a sarcastic tone.

HAN: (cooly) Well, don't get all mushy on me. So long, Princess.

           Han walks away into the quiet corridor adjoining the
        command center. Leia stews a moment, then hurries after him.

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR

LEIA: Han!

           Han stops in the corridor and turns to face Leia.

HAN: Yes, Your Highnessness?

LEIA: I thought you decided to stay.

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

LEIA: Han, we need you!

HAN: We?

LEIA: Yes.

HAN: Oh, what about you need?

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

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

LEIA: And what precisely am I supposed to know?

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

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

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

           Leia stares at him, understanding, then laughs.

LEIA: You're imagining things.

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

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

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

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

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

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

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

           Artoo beeps a stream of protesting whistles.

THREEPIO: Oh, switch off.

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

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

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

           Chewie grumbles in irritation.

THREEPIO: Excuse me, sir.

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

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

HAN: What do you want?

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

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

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

HAN: I don't know where he is.

THREEPIO: Nobody knows where he is.

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

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

THREEPIO: Well, uh, you see...

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

HAN: Deck Officer. Deck Officer!

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

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

DECK OFFICER: Yes, sir?

HAN: Do you know where Commander Skywalker is?

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

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

DECK OFFICER: Yes, sir.

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

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

HAN: Why not?

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

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

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

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

HAN: Not likely. Are the speeders ready?

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

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

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

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

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

           Han pushes through the troops and mounts a Tauntaun.

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

HAN: Then I'll see you in hell!

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

EXTERIOR: HOTH -- ICE GORGE -- DUSK

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

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

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

EXTERIOR: HOTH -- SNOW PLAIN -- DUSK

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

EXTERIOR: HOTH -- OUTSIDE ICE HANGAR -- DUSK

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

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

           Artoo beeps, long and low.

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

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

EXTERIOR: HOTH -- SNOW DRIFT -- DUSK

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

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

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

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

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

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

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

           He turns to the lieutenant.

DERLIN: Close the doors.

LIEUTENANT: Yes, sir.

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

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

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

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

EXTERIOR: HOTH -- SNOW DRIFT -- DUSK

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

BEN: Luke...Luke.

LUKE: (weakly) Ben?

BEN: You will go to the Dagobah system.

LUKE: Dagobah system?

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

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

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

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

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

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

HAN: Not much time.

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

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

HAN: Hang on, kid.

LUKE: Dagobah system...

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

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

LUKE: Dagobah...

HAN: This may smell bad, kid...

LUKE: (moaning) Yoda...

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

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

EXTERIOR: HOTH -- SNOWDRIFT -- DAWN

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

INTERIOR: SNOWSPEEDER COCKPIT

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

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

EXTERIOR: HOTH -- SNOWDRIFT

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

INTERIOR: SNOWSPEEDER -- COCKPIT

           The pilot switches over to a new transmitter.

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

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

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

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

EXTERIOR: HOTH -- SNOWDRIFT -- DAY

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

INTERIOR: REBEL BASE -- MEDICAL CENTER

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

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

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

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

           Artoo beeps his good wishes.

THREEPIO: Artoo expresses his relief, also.

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

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

LUKE: Thanks to you.

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

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

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

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

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

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

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

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

           Luke sparks to this; he looks at Leia.

HAN: She expressed her true feelings for me.

           Leia is flushed, eyes darting between Luke and Han.

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

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

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

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

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

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

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

HAN: Take it easy.

THREEPIO: Excuse us, please.

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

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

RIEEKAN: Princess...we have a visitor.

           The group hurries over to Rieekan.

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

SENIOR CONTROLLER: It's metal.

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

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

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

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

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

           The transmission ends in static.

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

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

EXTERIOR: HOTH -- SNOW PLAIN -- DAY

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

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

           Leia and Rieekan listen to Han on the comlink.

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

LEIA: (into comlink) What was it?

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

LEIA: (into comlink) An Imperial probe droid.

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

RIEEKAN: We'd better start the evacuation.

EXTERIOR: SPACE -- IMPERIAL FLEET

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

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

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

PIETT: Admiral.

OZZEL: Yes, Captain

PIETT: I think we've got something, sir. The report is only a fragment
from a probe droid in the Hoth system, but it's the best lead we've
had.

OZZEL: (irritated) We have thousands of probe droids searching the
galaxy. I want proof, not leads!

PIETT: The visuals indicate life readings.

OZZEL: It could mean anything. If we followed every lead...

PIETT: But, sir, the Hoth system is supposed to be devoid of human
forms.

           Vader moves to a large screen showing an image of the Rebel
        snow base. Rebel speeders can be seen approaching the base in
        the distance.

VADER: You found something?

PIETT: Yes, my lord.

VADER: (studying the image on the console screen) That's it. The
Rebels are there.

OZZEL: My lord, there are so many uncharted settlements. It could be
smugglers, it could be...

VADER: That is the system. And I'm sure Skywalker is with them. Set
your course for the Hoth system. General Veers, prepare you men.

INTERIOR: HOTH -- REBEL BASE -- TRANSPORT BAY

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

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

REBEL FIGHTER: Right, sir.

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

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

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

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

INTERIOR: REBEL BASE -- MEDICAL CENTER

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

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

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

MEDICAL DROID: Take care, sir.

LUKE: Thanks.

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

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

LUKE: Chewie, take care of yourself, okay?

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

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

LUKE: Yeah.

HAN: Be careful.

LUKE: You, too.

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

INTERIOR: REBEL BASE -- CONTROL ROOM.

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

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

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

           Rieekan exits hurriedly.

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

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

VADER: What is it, General?

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

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

VEERS: He felt surprise was wiser...

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

VEERS: Yes, my lord.

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

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

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

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

PIETT: Yes, my lord.

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

PIETT: Thank you, Lord Vader.

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

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

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

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

HOBBIE: Two fighters against a Star Destroyer?

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

PILOTS: (in unison) Right. Okay.

LEIA: Good luck.

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

           The pilots hurry away.

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

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

EXTERIOR: HOTH -- ICE PLAIN -- POWER GENERATORS

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

INTERIOR: REBEL BASE -- COMMAND CENTER

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

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

EXTERIOR: ICE PLAIN

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

EXTERIOR: SPACE -- IMPERIAL STAR DESTROYER

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

INTERIOR: IMPERIAL STAR DESTROYER -- BRIDGE

           An Imperial controller approaches his commander.

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

CAPTAIN: Good. Our first catch of the day.

INTERIOR: REBEL BASE -- COMMAND CENTER

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

EXTERIOR: REBEL BASE ICE CAVE -- ION CANNON

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

EXTERIOR: SPACE -- HOTH -- REBEL TRANSPORT

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

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

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

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

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

DACK: Feeling all right, sir?

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

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

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

EXTERIOR: HOTH -- ICE PLAIN

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

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

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

TRENCH OFFICER: Echo Station Three-T-Eight.

INTERIOR: REBEL BASE -- CORRIDOR

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

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

CONTROLLER: Imperial walkers on the north ridge.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

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

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

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

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

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

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

LUKE: All right, I'm coming in.

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

EXTERIOR: HOTH -- ICE PLAIN -- SNOWTRENCH

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT

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

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

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

LUKE: That armor's too strong for blasters.

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

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

           Dack is at the gunner's controls.

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

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

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

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

LUKE: Dack? Dack!

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

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

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

INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT

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

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

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

LUKE: (into comlink) Rouge Three.

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

WEDGE: (into comlink) Copy, Rouge Leader

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

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

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

LUKE: (into comlink) Steady, Rouge Two

EXTERIOR: HOTH -- BATTLEFIELD

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

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

WEDGE: (to gunner) Activate harpoon.

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

EXTERIOR: HOTH -- BATTLEFIELD

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

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

WEDGE: (to gunner) Good shot, Janson.

EXTERIOR: HOTH -- BATTLEFIELD

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

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

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

WEDGE: One more pass.

JANSON: Coming around. Once more.

EXTERIOR: HOTH -- BATTLEFIELD

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

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

JANSON: One more.

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

JANSON: Cable out! Let her go!

WEDGE: Detach cable.

EXTERIOR: WEDGE'S SNOWSPEEDER, ROUGE THREE

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

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

JANSON: Cable detached.

EXTERIOR: HOTH -- BATTLEFIELD

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

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

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

TRENCH OFFICER: Come on!

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

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

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

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

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

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

INTERIOR: REBEL BASE -- COMMAND CENTER

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

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

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

RIEEKAN: (into comlink) Launch patrols.

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

INTERIOR: REBEL BASE -- MAIN HANGAR

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

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

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

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

EXTERIOR: HOTH -- BATTLEFIELD

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

INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT

           General Veers studies various readouts on his control
        panel.

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

EXTERIOR: HOTH -- BATTLEFIELD

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

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

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

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

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

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

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

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

EXTERIOR: HOTH -- BATTLEFIELD

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

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

ZEV: (into comlink) Coming around.

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

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

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

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

LUKE: (over comlink) Stay tight and low.

EXTERIOR: ZEV'S SNOWSPEEDER, ROUGE TWO

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

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

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

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

INTERIOR: REBEL BASE -- COMMAND CENTER

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

HAN: You all right?

           Leia nods. She is surprised to see him.

LEIA: Why are you still here?

HAN: I heard the command center had been hit.

LEIA: You got your clearance to leave.

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

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

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

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

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

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

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

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

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

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

EXTERIOR: BATTLEFIELD -- SNOW TRENCH

           Rebel troops retreat under the awesome Imperial onslaught.

OFFICER: Begin retreat!

SECOND OFFICER: Fall back!

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

EXTERIOR: HOTH -- BATTLEFIELD

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

EXTERIOR: HOTH -- SNOW TRENCH

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

EXTERIOR: HOTH -- BATTLEFIELD -- ICE PLAIN

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

EXTERIOR: HOTH -- BATTLEFIELD

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

INTERIOR: IMPERIAL SNOW WALKER - COCKPIT

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

VEERS: Distance to power generators?

PILOT: One-seven, decimal two-eight.

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

VEERS: Target. Maximum fire power.

EXTERIOR: HOTH -- BATTLEFIELD

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

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDORS

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

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

           Han and Leia turn and race down the corridor.

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

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

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

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR

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

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

           The door to the hangar closes in his face.

THREEPIO: (exasperated) How typical.

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

HAN: Come on.

INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR

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

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

THREEPIO: Wait! Wait!

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR

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

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

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

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

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

HAN: (to Chewie) How's this?

           The Wookiee barks a negative reply.

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

HAN: It might.

           Threepio clanks into the hold.

THREEPIO: Captain Solo, Captain Solo...sir, might I suggest that
you...
        
           Han gives the gold robot a devastating look.

THREEPIO: It can wait.

INTERIOR: MAIN HANGAR -- MILLENNIUM FALCON -- COCKPIT

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

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

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

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

INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR

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

EXTERIOR: MAIN HANGAR -- MILLENNIUM FALCON

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

INTERIOR: MAIN HANGAR -- MILLENNIUM FALCON -- COCKPIT

           Chewie rushes into the cockpit.

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

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

HAN: See?

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

           Han looks at Chewie.

HAN: Punch it!

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

INTERIOR: REBEL BASE -- MAIN HANGAR

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

EXTERIOR: HOTH -- ICE SLOPE -- DAY

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

LUKE: Artoo! Get her ready for takeoff.

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

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

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

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

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

EXTERIOR: SPACE -- LUKE'S X-WING

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

INTERIOR: LUKE'S X-WING -- COCKPIT

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

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

           Artoo beeps once again.

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

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

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

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

LUKE: (into comlink) Yes, Artoo?

           Artoo utters a soft, carefully phrased steam of whistles.

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

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

EXTERIOR: SPACE -- MILLENNIUM FALCON

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

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

LEIA: Saw what?

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

           Threepio bumps and bangs his way into the cockpit.

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

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

           Chewie barks a reply as he readjusts an overhead switch.

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

EXTERIOR: SPACE -- MILLENNIUM FALCON -- STAR DESTROYERS

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

INTERIOR: STAR DESTROYER -- BRIDGE

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

IMPERIAL OFFICER: Take evasive action!

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

EXTERIOR: SPACE -- MILLENNIUM FALCON -- TIE FIGHTERS

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

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

THREEPIO: But, sir!

           The buffeting of lasers becomes louder and stronger.

LEIA: They're getting closer!

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

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

LEIA: Watch what?

           Han tries again. Still nothing.

HAN: I think we're in trouble.

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

HAN: We're in trouble!

           The explosions become heavier.

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

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

INTERIOR: MILLENNIUM FALCON -- HOLD

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

HAN: Horizontal boosters...!

           (Chewie barks)

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

           (Chewie barks)

HAN: Bring me the hydrospanners!

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

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

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

HAN: Oww! Chewie!

           More turbulence rocks the ship.

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

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

HAN: Come on, Chewie!

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

LEIA: Asteroids!

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

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

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

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

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

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

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

HAN: Never tell me the odds!

EXTERIOR: ASTEROID BELT -- MILLENNIUM FALCON

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

EXTERIOR: SPACE -- STAR DESTROYER -- ASTEROID BELT

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

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

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

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

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

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

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

THREEPIO: Pulverized?

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

LEIA: Closer?

THREEPIO: Closer?!

           Chewbacca barks the same word, only louder.

EXTERIOR: MILLENNIUM FALCON -- ASTEROID BELT

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

THREEPIO: Oh, this is suicide!

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

HAN: There. That looks pretty good.

LEIA: What looks pretty good?

HAN: Yeah. That'll do nicely.

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

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

EXTERIOR: MILLENNIUM FALCON -- GIANT ASTEROID CRATER

           The Millennium Falcon dives into the huge crater and
        disappears.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

HAN: Yeah, me too.

INTERIOR: GIANT ASTEROID CRATER

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

EXTERIOR: SPACE -- LUKE'S X-WING

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

INTERIOR: LUKE'S X-WING -- COCKPIT

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

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

           Artoo beeps a hopeful inquiry.

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

           Artoo beeps, this time a slightly worried question.

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

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

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

INTERIOR: LUKE'S X-WING -- COCKPIT

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

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

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

EXTERIOR: DAGOBAH -- DUSK

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

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

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

LUKE: Artoo?

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

LUKE: Artoo! Where are you?

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

LUKE: Artoo! You be more careful.

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

LUKE: Artoo -- that way!

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

LUKE: Artoo!

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

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

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

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

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

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

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

VADER: Yes, Admiral?

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

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

PIETT: Yes, lord.

EXTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

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

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

           Chewie barks "yes". But Han thinks otherwise.

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

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

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

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

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

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

LEIA: Let go.

HAN: Sshh!

LEIA: Let go, please.

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

HAN: Don't get excited.

           The anger rises in Leia.

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

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

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

EXTERIOR: DAGOBAH -- BOG CLEARING -- DUSK

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

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

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

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

           Nervously, he looks around at the foreboding jungle.

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

STRANGE VOICE: Feel like what?

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

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

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

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

CREATURE: I am wondering, why are you here?

LUKE: I'm looking for someone.

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

           The little creature laughs.

LUKE: (Trying to keep from smiling) Right.

CREATURE: Help you I can. Yes, mmmm.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CREATURE: Mudhole? Slimy? My home this is.

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

CREATURE: Ah, ah, ah!

LUKE: Oh, Artoo, let him have it.

CREATURE: Mine! Mine!

LUKE: Artoo!

CREATURE: Mine!

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

CREATURE: Mine!

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

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

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

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

LUKE: You know him?

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

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

CREATURE: (in the distance) Come, come.

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

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

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

INTERIOR: MILLENNIUM FALCON -- MAIN HOLD AREA

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

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

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

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

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

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

HAN: Here! And Chewie...

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

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

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

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

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

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

HAN: Sure, Leia.

LEIA: Oh, you make it so difficult sometimes.

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

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

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

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

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

LEIA: Stop that.

HAN: Stop what?

           Leia is flushes, confused.

LEIA: Stop that! My hands are dirty.

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

LEIA: (looking right into his eyes) Afraid?

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

HAN: You're trembling.

LEIA: I'm not trembling.

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

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

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

LEIA: I happen to like nice men.

HAN: I'm a nice man.

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

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

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

           Han turns slowly, icily, from their embrace.

HAN: Thank you. Thank you very much.

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

           The moment spoiled, Han marches out after Threepio.

EXTERIOR: SPACE -- ASTEROID FIELD

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

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

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

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

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

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

PIETT: Lord Vader.

VADER: Yes, Admiral, what is it?

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

PIETT: The Emperor commands you make contact with him.

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

PIETT: Yes, my lord.

EXTERIOR: ASTEROID FIELD -- VADER'S STAR DESTROYER

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

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

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

VADER: What is thy bidding, my master?

EMPEROR: There is a great disturbance in the Force.

VADER: I have felt it.

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

VADER: Yes, my master.

EMPEROR: He could destroy us.

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

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

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

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

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

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

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

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

INTERIOR: CREATURE'S HOUSE

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

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

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

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

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

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

LUKE: Mostly because of my father, I guess.

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

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

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

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

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

BEN'S VOICE: He will learn patience.

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

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

YODA: Hah. He is not ready.

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

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

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

           Luke looks down. He knows it is true.

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

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

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

LUKE: But I've learned so much.

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

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

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

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

EXTERIOR: SPACE -- STAR DESTROYERS -- ASTEROID FIELD

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

INTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON -- COCKPIT

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

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

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

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

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

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

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

HAN: Where?

LEIA: Outside, in the cave.

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

THREEPIO: There it is. Listen! Listen!

HAN: I'm going out there.

LEIA: Are you crazy?!

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

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

LEIA: Then I'm going with you.

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

EXTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON

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

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

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

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

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

HAN: Yeah.

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

HAN: (to Leia) Watch out!

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

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

LEIA: Mynocks?

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

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

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

           Han looks around the strange, dripping cave.

HAN: Wait a minute...

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

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

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

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

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

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

           Han rushes past her and heads for the cockpit.

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

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

LEIA: (angry) I am not a committee!

INTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON -- COCKPIT

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

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

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

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

THREEPIO: Look!

HAN: I see it, I see it.

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

THREEPIO: We're doomed!

LEIA: The cave is collapsing.

HAN: This is no cave.

LEIA: What?

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

INTERIOR: SPACE SLUG MOUTH

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

EXTERIOR: CAVE ENTRANCE -- GIANT ASTEROID

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

EXTERIOR: MILLENNIUM FALCON -- GIANT ASTEROID

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

EXTERIOR: DAGOBAH -- DAY

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

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

LUKE: Vader. Is the dark side stronger?

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

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

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

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

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

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

LUKE: There's something not right here.

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

LUKE: I feel cold, death.

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

LUKE: What's in there?

YODA: Only what you take with you.

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

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

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

INTERIOR: DAGOBAH -- TREE CAVE

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

EXTERIOR: DAGOBAH -- CAVE -- DUSK

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

EXTERIOR: SPACE -- VADER'S STAR DESTROYER

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

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

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

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

FIRST CONTROLLER: Yes, sir.

PIETT: Those Rebels won't escape us.

           A second controller interrupts.

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

PIETT: Right.

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

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

BOBA FETT: As you wish.

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

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

EXTERIOR: IMPERIAL STAR DESTROYER, AVENGER -- ASTEROID BELT

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

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

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

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

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

           Han corrects the angle of his ship.

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

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

HAN: (frantic) It's not fair!

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

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

           Chewie puts his head in his hands, whining.

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

HAN: It's not my fault.

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

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

HAN: Turn her around.

           Chewie barks in puzzlement.

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

LEIA: You're going to attack them?!

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

LEIA: Shut up!

EXTERIOR: SPACE -- MILLENNIUM FALCON -- ASTEROID FIELD

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

INTERIOR: STAR DESTROYER, AVENGER -- BRIDGE

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

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

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

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

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

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

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

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

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

COMMUNICATIONS OFFICER: Yes, Captain Needa.

EXTERIOR: DAGOBAH -- BOG -- DAY

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

YODA: Use the Force. Yes...

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

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

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

YODA: Concentrate!

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

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

           Yoda stamps his foot in irritation.

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

           Luke looks uncertainly out at the ship.

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

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

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

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

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

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

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

           Luke shakes his head.

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

LUKE: (discouraged) You want the impossible.

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

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

YODA: That is why you fail.

           Luke shakes his head, bewildered.

EXTERIOR: SPACE -- IMPERIAL FLEET

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

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

VADER: Apology accepted, Captain Needa.

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

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

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

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

VADER: Don't fail me again, Admiral.

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

PIETT: Alert all commands. Deploy the fleet.

EXTERIOR: SPACE -- IMPERIAL FLEET

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

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

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

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

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

HAN: Thank you.

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

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

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

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

LEIA: No. Where are we?

HAN: The Anoat system.

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

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

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

LEIA: Lando system?

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

LEIA: Thanks.

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

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

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

LEIA: Can you trust him?

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

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

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

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

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

EXTERIOR: SPACE -- IMPERIAL STAR DESTROYER

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

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

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

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

           Luke suddenly becomes distressed.

LUKE: Han! Leia!

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

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

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

YODA: Mmm. Friends you have there.

LUKE: They were in pain.

YODA: It is the future you see.

LUKE: Future? Will they die?

           Yoda closes his eyes and lowers his head.

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

LUKE: I've got to go to them.

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

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

EXTERIOR: BESPIN SYSTEM -- MILLENNIUM FALCON -- DAWN

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

EXTERIOR: BESPIN SURFACE -- MILLENNIUM FALCON

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

INTERIOR: MILLENNIUM FALCON -- COCKPIT

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

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

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

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

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

THREEPIO: Rather touchy, aren't they?

LEIA: I thought you knew this person.

           Chewie barks and growls at his boss.

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

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

HAN: (into transmitter) Thank you.

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

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

           Leia doesn't look convinced.

LEIA: Who's worried?

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

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

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

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

EXTERIOR: LANDING PLATFORM -- DOOR OF MILLENNIUM FALCON

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

THREEPIO: Oh. No one to meet us.

LEIA: I don't like this.

HAN: Well, what would you like?

THREEPIO: Well, they did let us land.

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

INTERIOR: CLOUD CITY -- CORRIDOR -- DAY

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

EXTERIOR: LANDING PLATFORM -- DOOR OF MILLENNIUM FALCON

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