THE 
EMPIRE 
STRIKES BACK 

by
Leigh Brackett 
& 
Lawrence Kasdan

Based upon a story by
George Lucas


Fourth Draft

Property of Lucasfilm Ltd.


Completion Date October 24, 1978



1 FADE IN - EXT PLAIN OF HOTH - HELICOPTER SHOT - DAY

A white snowscape races toward camera ... the MAIN
 TITLE quickly recedes, followed by a roll-up.

                 

Episode V 
THE EMPIRE STRIKES BACK

	After the destruction of its
 most feared battle station, the Empire has declared martial law
 throughout the galaxy. A million worlds have felt the oppressive hand of the Emperor
 as he attempts to crush the
 growing rebellion.
 As the Imperial grip of tyranny
                 tightens, Princess Leia and the small band of freedom fighters
 search for a more secure base of
 operations ...

         

The roll-up disappears into the black horizon.




2        EXT PLAIN OF HOTH - HELICOPTER SHOT - DAY 

The camera tilts down bringing into view a small
 figure galloping across the windswept ice slope.




3        EXT PLAIN OF HOTH - DAY

A closer panning shot reveals a bundled rider on a large gray snow lizard, called a TAUNTAUN.  Curving
 plumes of snow rise from beneath the speeding paws
 of the two-legged beast.




4        EXT PLAIN OF HOTH - SLOPE - DAY

The rider gallops up a slope and reins his lizard to
 a stop.




5        EXT PLAINS OF HOTH - SLOPE - DAY 

He pulls off his protective goggles. It is LUKE
 SKYWALKER. He notices something in the sky and takes
 a pair of electro-binoculars from his utility belt.




6        EXT PLAIN OF HOTH - LUKE'S POV - DAY

From LUKE'S POV, we follow a bright object as it falls
 to the ground. On the distant horizon, an explosion
 marks the point of impact.




7        EXT PLAIN OF HOTH - SLOPE - DAY

The wind whips at Luke's fur-lined cap as he activates
 a com-link transmitter.  His lizard is nervous.

                               

LUKE
        (to the Tauntaun)
Easy girl, it's just another meteorite.
(into com-link)

Han ... Han ol' buddy, do you
 read me?

         

After a little static a familiar voice is heard.



HAN (OS)
       (filtered)

Loud and clear, kid.  What's up?

LUKE

I've finished my circle and I haven't picked up any life readings.

HAN (OS)	(filtered)
There isn't enough life on this ice cube to fill a space cruiser. My sentry markers are placed.
 I'm heading back to the base.

LUKE

I'll see you shortly.
 A meteorite just hit the ground
 near here and I want to check it
                 out .. Won't be long.




8        EXT PLAIN OF HOTH - SLOPE - DAY

Luke clicks off his transmitter and reins back on his 
lizard, which seems frightened.  Luke pats the beast
 on the head to calm it.

 

LUKE

Weeho, girl!  What's the matter
 ... you smell something?  There's
 nothing out there.  I'll check
 again ...

         

Luke takes a small device from his belt and starts to
 adjust it when suddenly a large shadow falls over him
 from behind, followed by a monstrous HOWL.  Luke turns and
         looks up at an eleven foot high shape towering over him.



LUKE

Son of a jumping ...!!!

He grabs for his pistol, but is HIT flat in the face
 by a huge, white claw, knocking him into the snow,
 bloody and unconscious.



9        CLOSE-UP LUKE

Luke falls unconscious into the snow.  The terrified
 screams of the Tauntaun are cut short by the horrible
 snap of a neck being broken.



10       EXT PLAIN OF HOTH - SLOPE - DAY

The WAMPA ICE MONSTER grabs Luke by one ankle and 
drags him away.




11       EXT METEORITE CRATER - SNOW PLAIN - DAY

A WEIRD MECHANICAL SOUND is heard over the whining of 
the wind.  A strange PROBE ROBOT, with several extended
 sensors, emerges from the smoke-shrouded crater.  The
 ominous robot FLOATS across the snow plain, and disappears into the distance.




12       EXT ICE CAVES - REBEL BASE ENTRANCE - DAY

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




13       INT MAIN HANGAR DECK - REBEL BASE

Rebel troopers are rushing about unloading supplies
 and otherwise securing their new base.  The rider
 Swings rakishly off his lizard and pulls away his goggles: HAN SOLO.  He walks briskly into the main
 hangar deck toward the MILLENNIUM FALCON, which is parked
 among several fighters.  Mechanics, R-2 units and various
 other droids hurry about.  Han stops at the Millennium
 Falcon.  His Wookiee co-pilot is welding on the back of
 a central lifter.  Now he stops work and lifts his face
 shield; CHEWIE growls a greeting to his boss.



HAN
Cold isn't the word for it, Chewie.
  I'll take a good fight any day
 over all this hidin' and freezin'!
  ... How you coming with those
 lifters?



The Wookiee GRUMBLES a reply.



HAN

All right.  I'll go  report then
 I'll give you a hand with them.
  Soon as those lifters are fixed,
 we're out of here.


Chewbacca lets out with a joyful CHUCKLE and returns
 to his work as Han leaves.




14       INT COMMAND CENTER - ICE CAVE

A makeshift command center has been set up in a blaster
 area of thick ice.  The low-ceilinged room is a beehive
 of activity.  Controllers, troopers, and droids move
 about setting up electronic equipment and monitoring
 radar signals.  GENERAL RIEEKAN straightens up from a
 console as Han approaches.

RIEEKAN

Captain Solo.  What's the situation?

HAN
There isn't a hint of life in
 the area.  But all the perimeter
 markers are set, so you'll know
                 if anyone comes calling.



RIEEKAN

Good, and Commander Skywalker?

HAN

He's checking out a meteorite that hit near him. He'll be in
 soon.

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



HAN

The Empire won't look for you out
 here.  I'd say you're all set ...
 which means it's time for me to
 get going.



LEIA (OS)

You're leaving?


The two men turn to see PRINCESS LEIA, dressed in a
 short white combat jacket and pants.  She is upset by
 Han's news. Her hair is braided and tied across her
 head in a 30's Nordic fashion ...



HAN
That's right.

RIEEKAN

You're an extraordinary fighter. I hate to lose you.

HAN

Thank you, General.  But there's
 a price on my head.  If I don't
 pay off Jabba the Hutt, I'm a 
walking dead man.


RIEEKAN

I understand. A death mark is
 not an easy thing to live with ...
 Until our paths cross again,
                 may the force be with you.

 

Rieekan touches Han and moves away.  Han turns to
 Leia.

                               

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

         

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



HAN
Well, don't get all mushy on me.
 So long, Princess.


Han walks away.  Leia stews a moment, then follows him.



15       INT ICE CORRIDOR - REBEL BASE - HOTH

Han strides down a corridor carved from the ice.  Leia
 follows quickly, agitated. Behind them, unnoticed, an
 appendage of a Wampa Ice Monster suddenly detaches from
 a seemingly solid section of ice wall.



LEIA
Han! 

Han stops in the quiet corridor and turns to face Leia.



HAN
Yes, Your Highness?

LEIA
You said you were going to stay. What happened?



HAN
That bounty hunter we ran into on Ord Mantell changed my mind.



LEIA
Does Luke know?



HAN

He'll know when he gets back ... Don't give me that look.  Every
 day more bounty hunters are
 searching for me. If I don't pay off Jabba soon, there'll be
 too many to stop ... remotes,
                 Gank killers, and who knows what
 else.  I've got to get that price off my head while I still have a head.



LEIA
Han, we need you here.

HAN
We?

LEIA
Yes.

HAN

Not you?

LEIA	  (mystified)

Me?  I don't know what you mean.

HAN
	   (shakes his head, fed-up)

You probably don't.  How could you?  You're so terrified of your own emotions ...

                               

LEIA
And what are they, pray tell?



HAN
You want me to stay because of
 the way you feel about me.


LEIA
I respect you. You're a bold
 fighter, maybe not the brightest,
 but ...
                               

HAN
No, your worship.. That's not what I'm talking about.



Leia stares at him, understands, then laughs.

LEIA
You're imagining things.


Han has had it with this broad.  He steps closer.
 Leia is almost against the wall.  Han puts a hand
 against the wall to cut off any retreat.

HAN

Am I? I say you came running after me because you were afraid 
I was leaving you without even a
 kiss.

LEIA
I'd just as soon kiss a wookiee.

HAN
There's no accounting for taste. Believe me, you could use a good
 kiss.
 
(warming to the subject)
You've spent so much time doing your duty and giving orders you've
 never learned how to be a woman.
 It's a shame, because you've got
 all the makings for one.  I could
 have helped you plenty in that
 department ... if you'd have let
 go for a minute.  But it's too
 late now, sweetheart. Your big opportunity is flying out of here.



LEIA

We are fighting for a cause much ...

HAN

Spare me please!  Don't tell me
 about the Rebellion again. I've had it with your noble mission.
 All you let yourself think about
 is the Rebellion.  The result is
 you're as cold as this planet.

LEIA
And you think you're the one to apply some heat?

HAN
Sure ... If I were interested.
 But I don't think it'd be much fun.

 He steps away from her, takes a last cool appraisal.

.. We'll meet again.  Maybe you'll have grown up a little by then.

                               

LEIA

You have all the breeding of a Bantha, but not as much class... Enjoy your trip, hot shot!

         

Leia walks away.



16       EXT ICE PLAIN OF HOTH - DAY

Track with the sinister, probe robot as it moves across
 the vast frozen wilderness. One of its extended sensors
 detects something and the robot stops, turns and heads
 off in another direction, at high speed.




17       EXT MOUND OF SNOW - ICE PLAIN - HOTH - DAY                

The robot stops before a large mound of snow about
 twenty feet long and six feet high.  It circles the
 mound, then shoots a thin laser bolt at the snow drift.




18       CLOSE-UP MOUND OF SNOW

The mound shakes a little bit and two large eyes appear
 at one end, staring directly at the robot.  A primeval
 BELLOW issues forth from the mound.




19       EXT MOUND OF SNOW - ICE PLAIN - HOTH - DAY

The robot backs off a few feet, then blasts the mound
  with a heavy laser bolt that disintegrates the snow-
covered creature in a cloud of smoke and flame.




20       EXT ICE PLAIN - HOTH - DAY

The evil robot moves off toward the horizon.




21       EXT ICE GORGE - HOTH - DUSK

The jagged face of a huge ice wall sits gloomily in the
 dim twilight of a Hoth day.  Luke hangs spreadeagle
 upside down, ankles tied by hide thongs to ice
 stalactites, his extended arms within a meter of the snow
 floor.  His face is covered in dried frozen blood on one 
         side.  He opens his eyes as a chilling MOAN of the
 hideous ice creature echoes off the gorge walls.




22       EXT ICE GORGE - MED SHOT LUKE - DUSK

Luke pulls himself up, grabs hold of his ankles, and
 futilely tries to unfasten the thongs.  Exhausted, he
 drops back into the hanging position.



LUKE
	  (to himself)

Relax.  Relax.

 

Luke spies his laser sword lying near a pile of his
 discarded gear about three feet out of reach. Reverberating through the gorge, the growling and crunching
 sounds of the approaching ice monster can be heard.
 Luke desperately strains for his sword. Quietly, almost
 a whisper, Luke hears old BEN'S CALM VOICE.



BEN      (Voice Over)
Luke, think the saber in your
 hand.

 Luke focuses on the saber as the huge monster's feet
         crunch closer. Luke's hand strains toward the weapon,
 his eyes squeeze tight in concentration.



LUKE
Gotta relax, relax...



BEN    (Voice Over)
Let The Force flow, Luke.
 

Just as the ice monster looms over Luke, the light
 saber suddenly jumps three feet into Luke's hand.  The
 young warrior instantly ignites the sword, swings up
 and cuts both of his bindings.  He drops to the snow in
 a heap.  The startled ice monster moves back, his giant
 yellow eyes blinking.  The most that can be discerned
 of the creature is a shape, and those two perplexed eyes.
 Luke scrambles to his feet.  He swings his light saber
         and the monster screams in pain.




23       EXT ENTRANCE TO ICE GORGE - HOTH - DUSK

Luke staggers out of the gorge and stumbles down a
 snow bank.




24       INT MAIN HANGAR DECK - MILLENNIUM FALCON - DUSK

The hangar is full of activity. We hear a familiar
 stream of beeps and whistles a moment before catching
 sight of ARTOO and THREEPIO, who appear from a corridor
 and move along an ice wall toward the Millennium Falcon.
 Behind them, in the ice, two large yellow eyes blink
 open.

THREEPIO
It is not my fault, you malfunctioning twerp. I merely commented
 that it was freezing in her chamber.
 But it's supposed to be freezing. I did not ask you to turn on the 
thermal heater. I don't know how
 we'll get all her things dried out
... Ah. Here we are.

 

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

THREEPIO
Captain Solo, sir. Might I have
 a word with you?

HAN
What is it?

THREEPIO

Mistress Leia has been trying to reach you on the communicator, but either you have it turned off, or it is malfunctioning... if it's damaged, Artoo, could fix it, if you like.

HAN

I shut it off. What's her royal holiness want?

THREEPIO

She is looking for Master Luke,
 and assumed he would be here with
 you. No one seems to know...

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



HAN
	 (concerned)
Luke's not back yet? It's almost night out there!

Han jumps down off the lift.

HAN
Bolt it down, Chewie...
(yelling)
Deck Sergeant!
(into com-link)
Control, has Commander Skywalker
 reported in yet?


He gets a negative reply as the DECK SERGEANT and an
 AIDE rush up to Han.

 

DECK SERGEANT

Yes sir!

HAN

Sergeant, is Commander Skywalker
 back yet?



DECK SERGEANT
                 
I haven't seen him. He probably
 came in through the south entrance.

                               

HAN
Probably isn't good enough, Sergeant. Check on it!

The Deck Sergeant and his aide turn and rush off. Artoo lets out a confused whistle.

 

THREEPIO
I don't know, Artoo.
(to Han)
Sir, might I inquire what's going on?


HAN
Go tell your precious Princess... Luke is dead unless he shows up
 soon.

         

Artoo lets out with a hysterical whistle.

THREEPIO

Oh no!




25       INT MAIN HANGAR DECK - TAUNTAUN CORRAL - NEAR ENTRANCE

The Deck Sergeant and several Troopers inspect the 
mangled remains of three dead Tauntauns.  Some of the
 hardware nearby has also been brutally pulled out of
 shape.  Several surviving Tauntauns shuffle nervously
 nearby.  Outside the light is slowly fading.

                               

TROOPER	(to Deck Sergeant)
... I can't imagine, sir. Their necks are broken.


The Deck Sergeant nods, then notices Han running up
 and steps out of the group to meet him.



DECK SERGEANT
Commander Skywalker hasn't come
 through the south entrance, sir.
 Maybe he slipped by without
 checking in.

HAN
                 
Not likely!  Where are the speeders?

DECK SERGEANT
We haven't got them adapted to
 this cold yet...

HAN

We'll have to go out on Tauntauns.

DECK SERGEANT

The temperature is dropping too fast.

HAN

You bet it is... and Luke's out
 in it. Han pushes through the troops and mounts a snow lizard.
 Huge monster feet move into the shadows of one of the 
X wing bays.


DECK SERGEANT

The night storms will start before
 you can reach the first marker.


HAN
Then I'll see you in Hell.




26       EXT SNOW CAVE ENTRANCE - REBEL BASE - DUSK                

The small, lone figure riding a snow lizard races off
 into the hostile vastness of snow and cold. The
 slightest hint of wind blows up the snow behind the
 Tauntaun.




27       EXT PLAIN OF HOTH - DUSK

The dark, evil probe robot moves across the frozen
 floor of the Hoth plain. The wind is beginning to
 pick up, and snow starts to cake on the front of the
 robot.  It stops, hovers, then drops to the ground.
 Several probes emerge from its metal hull and a dome
 shaped force field around the robot begins to glow. Eventually, the force field becomes a solid shape and
 is quickly covered with the blowing snow.




28       EXT PLAIN OF HOTH - DUSK

Han rides across the plain on his Tauntaun.




29       EXT PLAIN OF HOTH - CLOSE-UP HAN - DUSK

He reigns his mount to a stop, looks around and listens.
 It's almost as if he hears something. He turns and looks
 in one direction, then spurs his lizard in that direction.




30       EXT PLAIN OF HOTH - DUSK

Han rides off across the plain on his Tauntaun.




31       EXT SNOW DRIFT - HOTH - 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 can't.  The young
 warrior from Tatooine drags himself a couple of feet
 and then collapses.



LUKE
I can't...

BEN
You must. Luke, look at me!

Luke looks up and sees old BEN KENOBI standing not ten
 feet away. Luke strains to lift himself up. He is
 speechless.

BEN
You must survive, Luke.


LUKE

I'm cold... so cold...

BEN

You must go to the Dagobah System
... There you will learn from
 one who taught me:  Yoda, the
 Jedi Master.

LUKE
Ben... Ben...


BEN
Luke... you are the only hope.


The image of Ben fades, revealing a lone rider on a 
Tauntaun in the windswept horizon.

                               

LUKE
Ben!?

Luke drops into unconsciousness.




32       EXT SNOW DRIFT - HOTH - DUSK

Han pulls up, leaps off his lizard.  He goes to his
 snow-covered friend and cradles him in his arms. Han's
 Tauntaun lets out a low, pitiful bellow. There is real
 fear in Han's face as he shakes Luke.



HAN

Come on, buddy, you aren't dead yet. Give me a sign here.

Luke doesn't respond.  Han begins frantically rubbing
 Luke's wounded face. Soon he is slapping him.



HAN
Don't do this, Luke, it's not your time...


Luke responds to a slap. Han is joyous.



HAN
All right!  I knew you wouldn't leave me out here all alone!
 Han glances over toward his Tauntaun with concern as
 he starts to lift Luke.



HAN	(to Luke)
We've got to get you out of here
 before our transportation freezes.




33       EXT SNOW DRIFT BY TAUNTAUN - HOTH - DUSK

Han has carried Luke almost to the lizard when the
 Tauntaun dies with a moan. Han checks the lizard.



HAN
Blast! Deader than a Triton moon.
 We haven't got much time.
 

Han ignites Luke's lightsaber and cuts the beast from
 head to toe.  He quickly shovels the steaming innards
 of the beast into the snow. Then he lifts Luke's inert form and stuffs him inside the carcass. 

HAN
I know this doesn't smell so good,
 Luke, but it'll keep you from 
freezing. I'm sure this Tauntaun
 wouldn't hesitate if it were the
 other way around.
(Han gets an awful
 whiff of the insides)
Whew! It's just as well you're
 out, pal.


Han starts pulling things out of a pack on the dead lizard's back.

HAN	 (into com-link)
Base one, do you copy?... This com-link is useless.

 

The wind has picked up considerably and Han is beginning 
to find it difficult to move.  He struggles with the
 shelter container, opens it and starts constructing it.



HAN
If I don't get this shelter up
 fast, Jabba the Hutt won't need those bounty hunters.




34       SNOW DRIFT - HOTH - DUSK

A veil of icy snow flows across the snow drift obscuring
 the doomed warriors.




35       INT MAIN HANGAR DECK - ENTRANCE - NIGHT

Princess Leia and her two robots stand before the dark
 entrance to the rebel base, waiting for a sign of the
 two rebel heroes.  Leia shivers as the cold wind blows 
in on her. Artoo beeps a mournful tone. Chewie is
 sitting nearby with his head in his hands.



THREEPIO
Artoo can pick up no signals,
 although he feels his range is
 probably too limited to give up
                 hope.



Leia nods an acknowledgement, but she is lost in thought
 that is only broken when General Rieekan approaches.

RIEEKAN
Nothing more can be done tonight. The shield doors must be closed.
 I can't wait any longer. I'm sorry.

 

LEIA
	  (resigned)
I understand.


Chewie lets out a long, mournful howl, somewhat like a
 coyote.



RIEEKAN

The speeders should be ready in the morning. They'll make the
 search easier.



LEIA
Is there any chance of them
 surviving out there?


RIEEKAN

Slim, but yes, there's a chance.
 They have a shelter.  It's not
 much, but...

Artoo lets out with a complex series of efficient beeps.

THREEPIO

Beggin' your pardon, ma'am, but
 Artoo says the chances of survival
 are one thousand, seven hundred
 twenty-seven to one.
(to Artoo)
Actually, I don't think we needed
 to know that.

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




36       EXT ICE PLAIN - HOTH - DAWN

The huge dim sun of Hoth crawls lazily over the horizon
 in the North as a spurt of snow shoots skyward
 revealing the dark probe robot. The sinister object
 pulls in several of its extended arms, hovers for a 
few moments, then starts off across the bleak Hoth plain.




37       EXT SNOWDRIFT - HOTH - DAY

A small, snub-nosed, armored landspeeder races across
 the white landscape.




38       INT ARMORED SNOWSPEEDER - HOTH SNOWDRIFTS - DAY

There is only one PILOT, ZEV, in the enclosed two-man
 craft.  He concentrates on the scopes which ring his
 cockpit. A low beep can be heard. 

ZEV 	(excited)
I've got something! Not much but it could be a life form  FTC 2321 by TRX 1173. I'm closing in ...




39       EXT ARMORED SNOWSPEEDER - HOTH SNOWDRIFTS - DAY 

The small craft banks and makes a slow arc racing off
 in a new direction.




40       INT ARMORED SNOWSPEEDER - HOTH SNOWDRIFTS - DAY

The pilot switches over to a new transmitter.

ZEV
This is S-122 calling Captain Solo, Commander Skywalker. Do
 you copy? This is S-122...

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

HAN (OS)	(filtered)
Nice of you guys to drop by. Hope we didn't get you up too early.

                               

ZEV	(switching transmitters)
Base One, I found them, Repeat,
 I found them ....




41       EXT SNOWDRIFT - HOTH - DAY

The small shelter is covered with snow on the windward
 side. Han has made a makeshift antenna which rests
 gingerly on top of the snowdrift. The small armored
 speeder can be seen approaching in the distance as Han
 waves frantically in the foreground.




42       INT MEDICAL CENTER - REBEL BASE

Strange ROBOT SURGEONS adjust a mass of electronic
 equipment. A switch is thrown and a sudden blinding
 flash obscures Luke in a chamber filled with a thick,
 gelatinous red slime.  Luke begins to thrash about,
 raving in his delirium.




43       INT MEDICAL CENTER OBSERVATION ROOM - REBEL BASE

Leia, Threepio, and Chewbacca are watching from a
 glassed-off room next door, where Han is resting on a
 cushioned medical table. They can hear the mechanical surgeons working and Luke's ravings on a speaker in
 the room.


LUKE

Watch out... snow creatures... dangerous... Yoda... go to Yoda
... only hope... must survive...


Han raises himself on the table, listening to Luke.
 Chewbacca makes him lie back down, then BARKS a comment
 in reference to Luke.

HAN
He doesn't make sense to me either, Chewie.

THREEPIO

I do hope he's all there.. if
 you take my meaning. I would hate
 to see Master Luke develop a short circuit...

HAN

The kid ran into something mean, and it wasn't the cold.

LEIA
Those creatures he keeps talking about... we'd better double the
 security... Han, I don't know
 how ...

HAN
Forget it.

TOO-ONEBEE (2-1B), a surgeon droid, enters the room.


TOO-ONEBEE

He had gone into dormo-shock,
 almost hibernation.  But he's
 responding to the Bacta.  We'll
 bring him through.

Leia breathes a sigh of relief. Chewie lets out a long
 GRUNT of approval.

LEIA
Now all we've got to worry about
 is what attacked him.

HAN
No kidding. If this snowball's got nasty natives, they could be 
anywhere.



Chewie WHINES, looks around.

HAN
That's right, Chewie, inside the base.




44       INT CORRIDOR - REBEL BASE

The drip, drip, drip of melting ice echoes throughout
 the long eerie corridor. A trooper walks by, followed
 at a short distance by Artoo, who rolls along whistling
 to himself. Behind him, a Wampa Ice Monster suddenly
 appears from out of the wall and begins following the
 little droid.  Up ahead Artoo sees several troopers
 begin to act rather strangely, pointing at him and 
yelling. This puzzles Artoo, and he stops for a moment
 to figure it out. Far in the distance, alarms begin to go off.

 Artoo comes to a conclusion, spins his head around and
 sees the Ice Monster staring down at him. The droid
 lets out a screech and races down the hall at full tilt
 ahead of the advancing monster.

 A small troop of soldiers has gathered at the end of the
 hallway with weapons. Artoo races through the armed
 gathering as the creature screams and charges the
 troopers, laser bolts exploding around him. Artoo peeks
 from around a corner in time to see several troopers
 hurled against the walls like rag dolls. Two soldiers
 fire a laser bazooka at the monster and it is obscured
 by an enormous explosion.

 The smoke clears.  The silence is spooky. The Ice
 Monster stands seemingly dumbstruck.  Artoo gives a short,
 worried beep. The creature topples over in a dead heap.
 A cheer goes up from Artoo and the troopers as they
 converge to inspect the fallen creature. A young CORPORAL
 pulls his com-link off his belt and speaks into it.

CORPORAL

We got it, sir, but there may be more.




45       INT COMMAND CENTER - REBEL BASE

Alarms buzz softly in the background.  The entire command
 center is on full alert. General Rieekan is conferring
 with the HEAD CONTROLLER as Han and Leia enter the room.
         Threepio and Chewie follow.

LEIA
Have they analyzed the one that was killed?

RIEEKAN

Not yet. They're working on it
 now.

 

Another alarm goes off at a console behind them and the
 SENSOR CONTROLLER at that spot calls across the room.

SENSOR CONTROLLER
General!

Rieekan leaves the group as they continue...

HEAD CONTROLLER

It won't be long before our sensors will be able to track them.

                               

THREEPIO
It figures Artoo would be in the 
middle of this.

HAN
It's going to be a little tricky
 around here until we know where
 they're coming from.




46       INT COMMAND CENTER BY CONSOLE - REBEL BASE

Rieekan looks up grimly from the console in the back ground. He calls over to Leia and Han.

RIEEKAN

We have a visitor.

 The group hurries over to Rieekan.

RIEEKAN

We've picked up something outside the base in zone one, moving East.



LEIA
What is it?


SENSOR CONTROLLER
Can't tell yet... Metal.

HAN

Then it's not one of those creatures.

LEIA
Could it be one of ours? A speeder?

SENSOR CONTROLLER

I'm getting no signal. Wait, something very weak.
  Threepio steps up to the control panel and listens to
 the strange signal intensely.



THREEPIO

I must say, sir, I'm fluent in
 over six million forms of communication, but this is something new
... must be in code or...

A new VOICE comes over the com-link.



TROOPER VOICE

This is station five and we have your object on our scopes... It's just over the ridge, we
                 should have visual contact in
 about... What the?... Oh no!

The transmission ends in static.



HAN
Whatever it is, it isn't friendly.
 I'm going to have a look. Come on,
 Chewie.

                               

RIEEKAN
Wait. I'll send a patrol with you.



HAN
	  (over his shoulder)

Fine. But they'll have to take 
care of themselves.




47       EXT SNOW PLAIN - OVER REBEL BASE - HOTH - DAY

The dark probe robot moves past the smoldering ruins of
 the station fire and down a ridge toward the rebel base.




48       EXT SNOW PLAIN - SPEEDER - OVER REBEL BASE - HOTH - DAY

The robot stops when it sees in the distance a tiny
 speeder racing toward it followed by several other
 speeders. A large antenna projects skyward from the
 robot's top and it begins to send out a PIERCING SIGNAL.




49       EXT SNOW DUNE - SPEEDER - HOTH - DAY

 The speeder disappears behind a snow dune.




50       EXT SNOW PLAIN - OVER REBEL BASE - HOTH - DAY

The sinister robot continues to send out its high pitched
 signal while frantically searching the landscape for the rebel speeders.




51       EXT SNOW PLAIN - OVER REBEL BASE - HOTH - DAY

Shortly, Chewbacca pops his head over a snow bank not
 thirty feet away. The 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.




52       EXT SNOW PLAIN - OVER REBEL BASE - HOTH - DAY

Han Solo rises from the direction of the deadly bolt
 and walks over to the spot where the robot was a moment
 before, taking out his com-link.




53       INT COMMAND CENTER - REBEL BASE

Princess Leia and Rieekan listen to Han on the com-link.



HAN (OS)
	(filtered)
...I'm afraid there's not much
 left.

LEIA
What was it?


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

LEIA

An Imperial probe droid.

HAN (OS)	(filtered)
Now don't panic. We don't know
 that.

RIEEKAN

But, we don't know it wasn't.




54       SPACE - IMPERIAL FLEET

Darth Vader's Star Destroyer, larger and stranger 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.




55       INT BRIDGE - MAIN CONTROL DECK - VADER'S STAR DESTROYER

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 that way. DARTH
 VADER, Lord of the Sith, enters like a chill wind. As
 he moves across the wide bridge, CAPTAIN PIETT hurries
 up to Ozzel.

PIETT
I think we've found them, Admiral.

OZZEL
Are you sure, Captain?

PIETT
Well, the report we have is only a fragment, from a probe droid in
 the Hoth System, but it's the best
 lead we've had in ...



OZZEL     (angry)
We have millions of probe droids searching the galaxy... I want
 proof, not leads. I don't intend
 to continue to chase around from
 one side...

VADER     (looming over the group)
The Hoth System?

PIETT

Yes, Sir... we have visuals... the System is supposed to be devoid
 of human forms...

On a large screen, an image of the rebel snow base
 appears surrounded by complicated computer readouts. The rebel speeders can be seen approaching in the
 distance. Vader studies the image.

VADER

That's it. That's the one.

OZZEL

My Lord, how do you know it's
 them?  There are so many uncharted
 settlements.  It could be smugglers...



VADER
I know. And I know young Skywalker
 is with them. Bring in the patrol
 ships, Admiral, and set your course
 for the Hoth System. General Veers
 prepare your men...




56       INT ICE CORRIDOR - REBEL BASE - HOTH

Artoo and Threepio are moving by a steel door on which
 an X had been painted.  From behind it come intermittent
 THUMPS and ROARS.



THREEPIO
...It seems the snow creatures
 are attracted to a high-pitched
 whistle. That's how they're being
 drawn to this trap.



Artoo WHISTLES his understanding as he stands before the door. Immediately the THUMPING on the door picks up. Artoo beeps a question.



THREEPIO

See your whistles upset them. No, I told you they can't get out!
 Now will you hurry up? I don't
 know why I bother...


Threepio moves around a corner. Artoo stares at the door another moment, then proceeds to tell the Ice Monsters off in a burst of beeps and whistles. The THUMPING picks up as Artoo moves casually away.




57       INT MEDICAL CENTER - REBEL BASE 

Luke is out of the chamber, lying on the bed previously
 occupied by Han. Leia is at his side. She brushes the
 hair out of his eyes and runs her fingers along the scar
 on his face.

                               

LEIA
The Bacta are growing well. The scars should be gone in a day or
 so. Does it still hurt?

                               

LUKE
I'm fine. Really. Leia... when
 I was out there and it looked 
pretty bad... well, it made me
                 think about things.

LEIA
Me too. I was afraid.

Their eyes meet. Luke touches her cheek with his hand.

LUKE
I don't really know how to say this... I never have before... Leia, you know how I feel about you... 

She does and it's confusing. Their lips are very close. About to kiss. The door opens noisily and Threepio enters with Artoo. Leia pulls back, startled. Luke
 realizes the moment has been lost. His mind races for
 a way to regain it as Leia takes on her more formal
 manner. The droids are a bothersome distraction; Luke's
 concentration is on Leia.  Artoo beeps a cheerful
 greeting.

THREEPIO
Master Luke, it's so good to see you functional again.

LUKE
Thanks, Threepio. Leia...

Artoo beeps and whistles.

THREEPIO

Artoo expresses his relief also.

LUKE

Good. Thanks, Artoo.


LEIA	(about to leave)
You rest now.



THREEPIO

So much has happened during the
 period of your indisposition, sir.



LEIA

I'll be back later.


LUKE
	  (anxious to keep her)
Leia... What would you think if
 I went away for a while?

LEIA

What did you say?!

Leia's reaction is so much bigger and more vociferous
 than Luke expected, it starts what is to become a growing
 snowball of confusion for him.

LEIA

Where are you going?

LUKE
I have this... feeling. I'm
 not sure, really...



LEIA
That's just great. Why doesn't
 everyone just take off?



LUKE
What are you talking about?


LEIA
First Han, now you. When am I
 going to learn not to count on
 anyone but myself?...

                               

LUKE
Han's leaving?

LEIA
...I was getting along just fine
 before I met you two moon jockeys.



LUKE
Calm down, will ya? Tell me about
 Han.

LEIA

He wants to pay off that criminal
 he's in hock to.

LUKE
Jabba the Hutt?

LEIA	 (back to her tirade)
I could get more loyalty if I
 went down the hall and recruited
 some of those snow creatures.

LUKE
Snow creatures... they're here?!

THREEPIO

Yes, sir. But they're being trapped
 quite cleverly.


Artoo beeps and whistles proudly.

THREEPIO	(to Artoo)
What do you mean, you took care
 of that?  I would hardly call your
 part in that matter great...

Luke's head is spinning as Han and Chewie make a vigorous
 entrance. The Wookiee GROWLS a greeting.

HAN
Hi kid, you look strong enough
 to wrestle a Gundark.


LUKE
Thanks to you.

HAN
That's two you owe me, junior.



Han turns to Leia with a big, devilish grin.

HAN
Well, your worship, it looks like you arranged to keep me close by
 for a while longer. 

LEIA
I had nothing to do with it. General
 Rieekan thinks it's dangerous for any
 ships to leave the system until we know where that probe came from.

LUKE
Probe? What probe?


HAN
That makes a good story. But I
 think you just can't bear to let  me out of your sight.

                               

LEIA
I don't know where you get your
 delusions, laser brains.

Chewie is amused; he LAUGHS in his manner. Han is
 enjoying this. He regards Chewie good-humoredly.



HAN

Laugh it up, fuzz ball. You didn't
 see her alone with me in the south passage.

Luke sparks to this; he looks at Leia.

LEIA 	(to Luke)
I don't know what he's talking
 about.

HAN
Ooops!  I guess you haven't told
 Luke about that yet.



LUKE
About what?

HAN

Now don't get the wrong idea, pal.
 She was just trying to express her true feelings for me.

                               

LEIA	(to Han)
You must have gone completely out of your feeble mind.

HAN
Come on, your highness, are you
 telling me you haven't been thinking
 about that kiss?

         

Leia is flushed, eyes darting between Luke And Han.



LEIA
Why you low-down, stuck-up, half-witted, scruffy-looking nerf-herder.

                               

HAN
Who's scruffy-looking?
(a big grin)
I tell ya' sweetheart, I must've hit pretty close to the mark to
 get you hoppin' like this.  Doesn't
 it look that way to you, Luke?


LUKE	 (staring at Leia)

Yeah... it does... kind of.

Leia looks vulnerable for a moment, then the mask again,
 focusing on Luke.



LEIA
Oh it does, does it? Well, I
 guess you don't understand everything about women yet... do you,
 sonny?

 

With that Leia leans over and kisses Luke on the lips.
 Then she stands and walks out.
Everyone is dumbstruck.
 The door closes behind Leia and they all look at each
 other in silence. In the distance, the muffled sound of an alarm is heard.




58       SPACE - IMPERIAL FLEET

Six huge star destroyers rest in the Hoth
 System.




59       INT STAR DESTROYER - VADER'S CHAMBER

A dark cubicle is illuminated by a single shaft of light 
from above. The brooding Dark Lord sits on a raised
 meditation cube. General Veers enters the room and
 approaches Vader. Vader doesn't move. Veers, although
 seemingly very sure of himself, is still not bold enough
 to interrupt the meditating Lord. The young general
 stands quietly at attention until the evil presence
 speaks.

VADER
What is it, Veers?

VEERS
My Lord, the fleet has moved out
 of light speed. Com-Scan has
 detected an energy field protecting
 an area on the sixth planet in the Hoth System. The field is strong enough to deflect any bombardment.


VADER   (angry)
The rebel scum is alerted to our presence. I told Admiral Ozzel
 not to go out of light speed so
 close to the system.

 

VEERS

He felt surprise was a wiser...

VADER
He's as clumsy as he is stupid. A clean bombardment is impossible
 with that energy shield up. Prepare your troops for a surface attack.



Veers turns smartly and leaves as Vader activates a large
 view-screen showing the bridge of the mighty space cruiser. Admiral Ozzel appears, with Captain Piett in the background.

                               
OZZEL
Lord Vader, the fleet has moved out of light...

                               

VADER
Captain Piett!

The Captain steps forward, as the Admiral moves away slightly confused, touching his throat as it begins
 to constrict.

PIETT

Yes, My Lord.

VADER

Make ready to land General Veers' assault troops on the surface.
 Then deploy the fleet so that nothing can get off that system.
 You're in command now, Admiral
 Piett.

Piett is as pleased as he is surprised.  Admiral Ozzel
 has been struggling to breathe in the background and
 now with a final choke, he dies.




60       INT MAIN HANGAR DECK - REBEL BASE

Alarms sound. Troops, ground crews and droids rush
 to their alert stations. Armored landspeeders are
 lined up in attack formation near the main entrance.
 Leia is briefing a group of pilots gathered in the center of the hangar. Beyond them Han can be seen
  doing some frantic welding on the lifters of the
 Millennium Falcon.

LEIA
...the large transport ships will
 leave as soon as they've loaded. Only two fighter escorts per ship.
 The energy shield can only be opened for a split second at a time, so you'll have to stay very close to the transports.

PILOT
What about those Imperial ships
 out there?

                               

LEIA
The ion cannon will fire two 
blasts which will destroy any enemy ships in your flight path.
                 Then proceed to the rendezvous
 point. Good luck.



The pilots hurry away.




61       INT MAIN HANGAR DECK - MILLENNIUM FALCON - REBEL BASE      

Han finishes his work and hops down to the hangar floor. He pulls out his com-link, all the time eyeing the lifters.


HAN
	(into com-link)
All right, Chewie, give it a try.

 

Leia passes, giving Han a dirty look. A mechanism on
 the pirate's ship makes a noise and the lifters begin
 to rise. Suddenly there is a malfunction and the 
right lifter breaks partially loose, swinging down with
 a crash.  Han winces. Leia, across the hangar, turns
 at the sound and shoots Han a What a screw-up! look,
 then goes out.

HAN
	(into com-link)
Hold it, Chewie.




62       INT COMMAND CENTER - REBEL BASE - HOTH

The command center is quiet but tense, a marked contrast
 to the rushing about on the hangar deck.  Only the buzz
 of complicated electronic equipment overrides the silence.
 General Rieekan watches over the shoulder of a RADARMAN
 as hundreds of small dots dance across a scope readout.
 Leia joins him.

RADARMAN

Imperial assault craft have landed
 on the far side.



RIEEKAN
If they reach the power generators,
 that will be the end of our energy
 shield.



 LEIA
We must hold them off until all
 our ships are safely away.



CONTROLLER
The first transport is ready... Stand by to fire the ion cannon.




63       EXT IMPERIAL STAR DESTROYER - SPACE

FULL SHOT - A huge Imperial Star Destroyer rests
 against a sea of stars with the white surface of the
 planet Hoth far below in the left part of the frame.




64       INT IMPERIAL STAR DESTROYER NO. 1 BRIDGE

FULL SHOT - Interior Imperial Star Destroyer. Out
 window stars and the white planet on the left side of 
the frame.



CONTROLLER

Sir... rebel ship coming into
 our sector.

CAPTAIN
                 Good, our first catch of the day. Close in...




65       COMMAND CENTER - REBEL BASE

The long line of rebel controllers are tense, as are
 Princess Leia and General Rieekan, although they try
 not to show it. R-2 scoots by in the background
 followed by Threepio; they leave the room.



CONTROLLER

Our transport is approaching the shield.

RADARMAN

Open the shield and fire.




66       EXT ION CANNON - REBEL BASE ICE COVE

FULL SHOT - Giant ball-shaped ion cannon as it rotates
 into position and blasts two red energy beams skyward.




67       SPACE - HOTH REBEL TRANSPORT

FULL SHOT - SPACE - The planet Hoth covers two-thirds
 of the frame, left and lower.  A medium rebel transport
 races away from the planet, followed by the two red
 energy beams.  All race over camera.




68       SPACE - IMPERIAL STAR DESTROYER - REBEL TRANSPORT 

FULL SHOT TRUCKING as the rebel transport races over
 the camera toward the waiting Imperial Star Destroyer,
 followed, then overtaken by the two red energy bolts.
 The Imperial Star Destroyer is hit in the conning
 tower by the bolts, causing great explosions.




69       SPACE - IMPERIAL STAR DESTROYER - REBEL TRANSPORT

FULL SHOT - Imperial Star Destroyer as a series of
 explosions rock the ship causing it to veer, then spin
 wildly out of control. SIDE VIEW of Star Destroyer
 right to left as it careens into deep space, and the
 rebel transport moves across the screen left to right.
         PAN with the rebel ship as it races away to safety.




70       MAIN HANGAR DECK - REBEL BASE - HOTH

Pilots, gunners and R-2 units hurry about. Luke,
 pulling on his heavy weather gear, is headed toward a
 row of armored speeders.  He stops at the back of the
 Millennium Falcon, where Han and Chewie are trying to
 repair the right lifter with even more haste than
 before.  Luke speaks up to them.



LUKE
Looks like this'll be it for awhile. Chewie, take care of yourself...
 and watch over this guy, will ya.

Chewie BARKS a farewell and returns to his work. Han
 and Luke exchange warm looks.

                               

LUKE
I hope you make your peace with
 Jabba.

HAN
Don't worry. You haven't seen
 the last of us.



Han swings down by one arm like a monkey and clasps
 Luke's hand. They hold for a long moment, then break.
 Luke nods and moves away.  Han watches him go.

                               

HAN
Give `em hell, kid.

He goes back to work.  Everyone cheers at the announcement which echoes through the hangar.

ANNOUNCER (OVER PA)
First transport is clear and away.


Luke hurries up to his landspeeder.  His gunner, DACK,
 a fresh-faced, eager kid, is glad to see him. They
 climb in.

DACK
Are you feeling all right, sir?

LUKE
Like new, Dack.  How `bout you?
 Ready to try some real fighting?

 

DACK
Yes, sir!  Right now I feel like
 I could take on the whole Empire
 myself.  You know what I mean,
 Commander?



LUKE	(quietly, strapping in)
Yeah, I know ... I know.


Leia's voice comes over the PA system.

LEIA (OVER PA)
Speeder pilots... Your fighters
 are being towed to the south slope.
 They should be safe there. You'll get a signal when the evacuation
 is complete.




71       ICE CORRIDOR - REBEL BASE - HOTH

Threepio and Artoo stand in the middle of the corridor
 as troops and aides rush past them.

 

THREEPIO
Why is it when things seem to get settled, everything falls apart. Well, I guess it's goodbye then...
 Take good care of Master Luke...
 and take good care of yourself,
 too. Until we meet again...

Artoo replies with a whistle and a toot, turns and
 speeds down the hallway. Threepio waves, then turns
 and moves off in the opposite direction.




72       EXT ICE CAVE (MATTE)

With gun tower in the foreground, men rush about getting
 ready for the battle. The giant gun swings around
 pointing to camera slightly left to right.




73       EXT ICE PLAIN - SNOW TRENCH - HOTH

MED SHOT - Rebel troops carry heavy bazooka-type weapons
 into position along a snow trench. Men rush about as
 officers yell orders and brace themselves against the
 rhythmic gusts of wind.




74       EXT ICE PLAIN - GUN TOWERS

MED SHOT - Rebel troops load power packs into a gun
 turret and swing its guns into position.




75       EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS

MED SHOT - Rebel troops move a dish-like ray gun into
 position. The huge power generator can be seen in 
background against the ice cliffs.




76       EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS

MED SHOT of generator, as men scurry about in the foreground carrying equipment.  The loud buzz and popping
 of the generator is deafening. Long fingers of energy
 fly off the huge cores every so often. One trooper
 moves into the foreground as he hears something but
 can't quite make out what it is.




77       EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS

MED CLOSE-UP - An officer in the trench hears the sound
 also. He turns toward the ice plain horizon. All work
 stops as the men listen to the distant, thump, thump,
 thump sound. The officer squints to see something.




78       EXT ICE PLAIN - HOTH - POV

WIDE SHOT - A thin horizon line cuts across the bleak
 landscape. Small dot-sized objects begin to appear
 on the horizon: the wind begins to pick up.




79       EXT ICE PLAIN - HOTH

EXTREME CLOSE-UP - The giant foot of an Imperial snow
 walker crashes thru frame, kicking up snow and ice.
 It rises out of frame.




80       EXT ICE PLAIN  POWER GENERATOR - GUN TOWERS

MED SHOT - The rebel officer lifts a pair of electrobinoculars to his eyes.




81       EXT ICE PLAIN - HOTH - POV

ELECTRO-BINOCULAR POV of very close view on a giant
 walker, the view ZOOMS back to reveal a full shot of
 three approaching walkers. Small flashes appear
 around the guns of the lumbering monsters.




82       EXT ICE PLAINS  - POWER GENERATORS - GUN TOWERS

MED SHOT - The officer drops his binoculars as the 
regular rhythmic pounding begins to vibrate the
 ground. It grows louder, with a high-pitched,
 metallic rattling.  He speaks into a com-link.



LIEUTENANT

Incoming!  Open up... they're
 point 03, Commander Skywalker

.

LUKE
We're on our way.

 

The ice and snow explode around the officer and his
 men.




83       EXT ICE PLAIN  - POWER GENERATORS - GUN TOWERS

MED SIDE ANGLE - The rebel troops aim their weapons at the horizon as explosions erupt all around them.
 They are nervous, and tighten their weapons from the 
cold or fear.  Behind the troops a dozen speeders race
 screen left to right.




84       EXT ICE PLAIN  - BATTLEFIELD - HOTH

MED FULL SHOT - Four speeders race over camera at full
 throttle. Slight left to right angle.




85       EXT ICE PLAIN  - BATTLEFIELD - HOTH

HIGH ANGLE - Trucking with speeders as they accelerate
 away from camera toward the distant walkers.




86       EXT ICE PLAIN  - BATTLEFIELD - HOTH

MED CLOSE-UP - Walker head fires at speeders. Second
 walker in background. Moving right to left.




87       EXT ICE PLAIN  - BATTLEFIELD - HOTH

MED FULL SHOT - Two speeders going left to right across
 ice plain. The one in the foreground explodes in a ball
 of flames. Camera trucking with ships.




88       INT LUKE'S SNOWSPEEDER - ROGUE LEADER

INT SPEEDER OVER-SHOULDER - Pilot (Luke) works his
 controls as he fires at the approaching walkers.
 The monstrous machines fire back, shaking the speeder
 in a hail of flack.




89       EXT ICE PLAIN  - BATTLEFIELD - HOTH

MED SHOT - Side view looking forward along head of walker as two speeders race toward it, split and fly
 past. One speeder on the far side of the head, the other to camera.



90       EXT ICE PLAIN  - BATTLEFIELD - HOTH

FULL SHOT - Two speeders going away, race over camera
 past walker and bank to the right. Camera trucks in
 at slower speed toward flank of walker during shot.




91       INT LUKE'S SNOWSPEEDER - ROGUE LEADER

INT PILOT POV - Speeder cockpit.  Speeder turns,
 approaching walker number one, and flys through the
 legs of the monstrous machine. The horizon twists as
 the speeder banks through the legs.  Second walker in
 background.



LUKE

Rogue Leader to Rogue Three.

WEDGE
Copy, Rogue Leader.




92       INT LUKE'S SNOW SPEEDER - ROGUE LEADER

CLOSE-UP LUKE - Looking back to the speeder cockpit.
 The horizon twists and shakes behind Luke's head as 
he swings the tiny craft around for another run.



LUKE
Wedge, split your squad into pairs...




93       EXT ICE PLAIN  - BATTLEFIELD - HOTH

FULL SHOT - Pan through foreground legs of walker as
 speeder banks and turns away.  Two other speeders pass
 the first speeder going in the opposite direction.




94       EXT ICE PLAIN  - BATTLEFIELD - HOTH

MED FULL SHOT - Three walkers marching right to left
 firing all cannons.




95       INT LUKE'S SNOWSPEEDER - ROGUE LEADER

CLOSE-UP LUKE - Luke speeds towards approaching snow walkers.




96       INT WALKER NO. 3 COCKPIT

Two pilots watch the distant gun emplacements as they
 maneuver their war machine forward.

PILOT
On the right!

Luke's speeder banks in from the side and heads straight for the viewport, blasting away.  A huge explosion hits
 the window and dissipates. The speeder roars over the
 window.




97       EXT ICE PLAIN  - BATTLEFIELD - HOTH

FULL SHOT - Moving across the top of the walker as Luke's speeder skims across it.  Trucking with the
 speeder then it flys overhead.




98       INT LUKE'S SNOWSPEEDER - ROGUE LEADER

CLOSE-UP LUKE LOOKING BACK as the walker grows small in the distance.

LUKE
That armor is too strong for blasters.




99       EXT ICE PLAIN  - BATTLEFIELD - HOTH

OVERHEAD TWISTING FULL SHOT WALKER - Luke's speeder
 banks up toward camera and turns.




100      INT LUKE'S SNOWSPEEDER - ROGUE LEADER 

SIDE VIEW CLOSE-UP LUKE - On the horizon a walker moves
 up past the cockpit window twisting as Luke banks and
 starts another run.



LUKE
Rogue Group use your harpoons and tow cables. Go for the legs. It's our only hope of stopping them.
 Hobbie, are you still with me?




101      INT HOBBIE'S SNOWSPEEDER - ROGUE FOUR

CLOSE-UP FRONT HOBBIE as the horizon twists then rights itself in the background.  Hobbie, a tanned-
skin vet of many battles, expertly works his controls.



HOBBIE
Yes, sir.

LUKE (VO)
Well stick close now.




102      EXT ICE PLAIN  - BATTLEFIELD - HOTH

FULL OVERHEAD TRUCKING - Luke's speeder races into the frame from the left in full bank, then straightens out.
 Hobbie's ship comes in from the left and moves in next
         to Luke's ship in a tight formation. They bank in
 unison and drop closer to the ice surface.




103      INT LUKE'S SNOWSPEEDER - ROGUE LEADER

SIDE CLOSE-UP DACK - Struggles with his harpoon gun as he bounces around in the tumbling ship.



DACK
Whoea! Luke, I can't seem to find my restraints...

Explosions flash outside the window. As the ship
 moves left to right they pass a walker in the distance.




104      INT LUKE'S SNOWSPEEDER - ROGUE LEADER

INT PILOT'S POV - Over the shoulder of Luke as he swings the speeder around and aims it at the oncoming
 walker. Laser bolts and flack create a deadly wall
 the speeder must pass through.

LUKE
Just hang on Dack, and get ready to fire that tow cable...

A huge explosion engulfs Luke's speeder, the battered craft wobbles a bit.




105      INT LUKE'S SNOWSPEEDER - ROGUE LEADER

FRONT CLOSE-UP LUKE - As the speeder shudders under the
 impact of the explosion, but he manages to regain
 control of the craft. The horizon twists in the background.

                               

LUKE
Stand by, Dack, we're almost
 there. Are you okay, Dack?




106      EXT ICE PLAIN  - BATTLEFIELD - HOTH

FULL LOW ANGLE - The speeders fly in a tight formation toward the camera as explosions burst all
 around the craft.  The speeders fly right over the
 camera.




107      INT LUKE'S SNOWSPEEDER - ROGUE LEADER

SIDE CLOSE-UP LUKE - Interior speeder as Luke struggles
 to turn around to see if Dack is alright. In the background the giant legs of the walker pass by as Luke
 banks under the monstrous machine.

LUKE
Dack!



108      INT LUKE'S SNOWSPEEDER - ROGUE LEADER

CLOSE-UP DACK FROM LUKE'S POV - Dack is lost, blood streams down his forehead which rests on his smoldering
  controls. Out the back window the receding walker can
 be seen in the distance.




109      EXT ICE PLAIN  - POWER GENERATORS - GUN TOWERS

MED SHOT - Rebel troops fire their strange weapons
 at the oncoming walker. Explosions burst all around
 them. A gun turret explodes in the foreground.




110      EXT ICE PLAIN  - POWER GENERATORS - GUN TOWERS

MED SHOT - Rebel troops fire at camera with the
 generator visible in the distance. Explosions erupt
 in the foreground.




111      EXT ICE PLAIN  - POWER GENERATORS - GUN TOWERS

MED SHOT - The rebel officer we had seen earlier is hit by laser fire. Troops rush to his aid.




112      EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS

MED SHOT - Rebel troops fire the dish-like ray gun.
 The generator is seen in the background.




113      EXT ICE PLAIN - BATTLEFIELD - HOTH

FULL SHOT - Two walkers (one near, one far) lumber on toward camera as a speeder between them explodes
 in a ball of flames going left to right.



114      INT MAIN HANGAR DECK - HOTH

Muffled explosions create ear-shattering cracks in the
 ice roof of the hangar. Han and Chewie look up from
 their frantic welding to see the gap in the ceiling
 grow wider.  Han makes a final weld.



HAN
First chance we get, we're giving this crate a complete overhaul... That's tight enough. Let's get
 out of here before we become permanent residents.




115      COMMAND CENTER - REBEL BASE - HOTH

Large chunks of snow tumble into the command center. Leia seeks shelter.



LEIA

Two transports at a time is awfully
 risky.

RIEEKAN
We have no choice. Send them
 up... and start clearing everyone
 out.




116      INT IMPERIAL WALKER NO. 1

COCKPIT - Over the shoulder of the pilots to the power generator in the distance. Explosions all
 around. Two speeders race by right to left. The
 pilots fire at the gnat-like attackers. General
 Veers moves in between the pilots.


VEERS

What's the range to the power
 generators?

PILOT
Six twenty one... still too far
 out of range, but it won't be long.




117      INT IMPERIAL WALKER NO. 1 COCKPIT

CLOSE-UP VEERS - As he bounces along, he pulls down an
 electro-telescope and studies the rebel positions.

VEERS
We have that line of gun emplacements to get through...

PILOT

No problem...


Suddenly, the huge vehicle rocks violently. The pilots
 scramble over their controls to level the crafts.



VEERS
What's that?




118      EXT BATTLEFIELD - HOTH

HIGH SHOT - Side view of a speeder going left to right
 as it banks sharply and dives away from camera toward
 the fast rushing surface.




119      INT WEDGE'S SNOWSPEEDER - ROGUE THREE

CLOSE-UP FRONT - Wedge lets out a rebel yell, the horizon twisting behind him.




120      EXT BATTLEFIELD - HOTH

FULL SHOT TRUCKING - Panning with the speeder as it
 turns around and races under camera. Starts going
 left to right, turns to go overhead.




121      INT WEDGE'S SNOWSPEEDER - ROGUE THREE

OVER THE SHOULDER POV of Wedge as he heads toward
 Walker No. 3, going almost to where it passes between
 the legs.




122      INT WEDGE'S SNOWSPEEDER - ROGUE THREE

CLOSE-UP SIDE SHOT of the gunner as he passes the legs. He reaches for the firing switch.


WEDGE
Activate harpoon.




123      EXT BATTLEFIELD - HOTH

MED FULL SHOT of the speeder racing to camera through
 the legs of Walker No. 3.




124      INT WEDGE'S SNOWSPEEDER - ROGUE THREE

CLOSE-UP HAND pushes button that fires harpoon.




125      INT WEDGE'S SNOWSPEEDER - ROGUE THREE

BACK POV from gunner as the harpoon flashes and fires at the receding legs.

ROGUE THREE GUNNER
Cable out!  Let her go...




126      EXT BATTLEFIELD - HOTH

MED SHOT of the harpoon going right to left and
 embedding itself in one of the legs of Walker No. 3.




127      INT WEDGE'S SNOWSPEEDER - ROGUE THREE

CLOSE-UP SIDE WEDGE as he checks his controls, and banks
 around the walker's front. Left to right.




128      EXT BATTLEFIELD - HOTH

FULL SHOT SPEEDER as it races left to right around one of the giant walker feet, trailing the cable behind
 it. The speeder continues around the back foot going
 right to left.  Truck with the Walker No. 3.




129      EXT BATTLEFIELD - HOTH

HIGH OVERHEAD MOVING SHOT of speeder as it circles the walker moving around the tail end. A second speeder
 passes in the foreground with the cable in tow.




130      EXT BATTLEFIELD - HOTH

FULL PANNING SHOT of speeder moving left to right in front of the giant legs of the walker towing the cable.




131      INT WEDGE'S SNOWSPEEDER - ROGUE THREE

CLOSE-UP OF WEDGE as he swings the speeder between the
 legs of the giant walker.




132      INT WEDGE'S SNOWSPEEDER - ROGUE THREE

PILOT'S POV of walkers legs as the speeder races along the side close to the lumbering machine.



ROGUE THREE GUNNER
Cable out!




133      EXT BATTLEFIELD - HOTH

FULL SHOT panning with the speeder as it zooms behind
 the legs moving right to left.




134      INT WEDGE'S SNOWSPEEDER - ROGUE THREE

CLOSE-UP HAND pushes button on cable release inside speeder cockpit.




135      EXT BATTLEFIELD - HOTH

CLOSE-UP CABLE RELEASE on back of the speeder as it snaps loose and the cable drops away.



136      EXT BATTLEFIELD - HOTH

FULL SHOT OF THE SPEEDER zooming over camera and away into the distance moving slightly right to left. Low
 angle, no horizon.




137      EXT BATTLEFIELD - HOTH

MED SHOT of the tangled legs and feet of Walker No. 3
 coming to camera. The monster begins to stumble.



138      EXT BATTLEFIELD - HOTH

EXTREME LONG SHOT OF WALKER NO. 3 through the legs of a foreground walker.  The giant Imperial assault
 machine stumbles and starts to fall to the ground. Side angle moving right to left.




139      EXT BATTLEFIELD - HOTH

CLOSE FULL SHOT of Walker No. 3 coming to camera crashing into the snow which flies in all directions.




140      INT LUKE'S SNOWSPEEDER - ROGUE LEADER

CLOSE-UP LUKE FRONT with twisting horizon background.



WEDGE (VO)
Rogue Leader... One down, Luke.

 

LUKE
I see it Wedge... good work.




141      EXT ICE PLAIN - SNOW TRENCH - GUN TOWERS

MED SHOT OF TROOPS in the trenches cheering at the fallen walker. A damaged gun turret smolders in the
 background. An officer gives a signal in the foreground and the rebel troops charge the fallen walker
 moving left to right.




142      EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS

FULL SHOT of the troops jumping out of the trenches running to camera. The main power generator can be 
seen in the distance.




143      EXT EXT BATTLEFIELD - HOTH

FULL SIDE TRUCKING SHOT of rebel troops running left
 to right as two speeders race overhead going in the
 same direction.




144      EXT BATTLEFIELD - HOTH

FULL SHOT of downed Walker No. 3 as Imperial Snow
 Stormtroopers climb out of the smoldering walker and
 start firing at the coming rebels. The rebel troops
 run over the camera toward the Imperial forces,
 followed by two rebel speeders flying low overhead.




145      EXT BATTLEFIELD - HOTH

CLOSER ANGLE - Troops rush and fire at the fallen walker as a speeder banks low overhead, blasting
 away, causing great explosions around the walker.




146      EXT BATTLEFIELD - HOTH

FULL SHOT of Luke and Rogue Two's speeder flying in
 formation, banking from right to left and flying overhead. Low angle, no horizon. Flak bursts all around
 them.




147      INT LUKE'S SNOWSPEEDER - ROGUE LEADER

CLOSE-UP OF LUKE from the front. He looks over to
 Rogue Two on his left. The horizon levels out behind
 him. The ship shudders as flack bursts all around his
 speeder.

                               

LUKE
Steady, Rogue Two, I'll cover
 for you.




148      INT ZEV'S SNOWSPEEDER - ROGUE TWO

SIDE CLOSE-UP ANGLE on Rogue Two. Luke's speeder can
 be seen in the background. The speeders are moving
 left to right. Rogue Two is wounded in the face.

                               

ROGUE TWO (ZEV)
It's no good, I can't see.


LUKE (VO)
Steady, just keep it steady.



The ship bounces under the constant impact of flack.




149      INT LUKE'S SNOWSPEEDER - ROGUE LEADER

LUKE'S POV OUT THE SPEEDER window at the distant
 oncoming walker as flack bursts on all sides. Laser
 bolts streak past.

LUKE

I'll lead you in.




150      INT LUKE'S SNOWSPEEDER - ROGUE LEADER

CLOSE-UP FRONT LUKE works his controls, as the ship 
shudders under the impact.  He keeps looking screen
 left to Rogue Two.

LUKE
Is your gunner alright?

                               

ROGUE TWO GUNNER (VO)

I'm O.K., sir.

LUKE
Just keep it steady. Don't try
 to...

Luke's speeder is rocked by a huge explosion, and a
 loud metal scream drowns out Luke's sentence. He
 struggles with the controls as a look of terror
 crosses his face. Smoke pours out the back and the
 horizon twists.




151      EXT BATTLEFIELD - HOTH

FULL SHOT of oncoming walkers in distance as Luke's
 speeder races over camera moving left to right trailing
 smoke and flames. The speeder crashes into the snow a 
few yards in front of the walker.




152      INT LUKE'S SNOWSPEEDER - ROGUE LEADER

INT CLOSE-UP inside Luke's cockpit as he struggles to
 get out. He gets desperate as he looks out the cockpit
 window.



153      INT LUKE'S SNOWSPEEDER - ROGUE LEADER

LUKE'S POV out cockpit window of giant walker feet crunching even closer. The ship shudders under the
 impact of the huge metal feet pounding the ice plain.




154      INT ZEV'S SNOWSPEEDER - ROGUE TWO

CLOSE-UP FRONT Rogue Two, blood streaming down his
 face, struggles with his controls. The flack is murder.



ROGUE TWO (ZEV)
Luke... What happened, I can't...

The cockpit explodes in a ball of flames.




155      EXT BATTLEFIELD - HOTH

FULL SIDE SHOT of Rogue Two's speeder in a
 ball of flames going left to right.




156      INT LUKE'S SNOWSPEEDER - ROGUE LEADER

SIDE ANGLE CLOSE-UP from inside the cockpit as Luke
 manages to get the hatch open and pulls himself out.
 The ship shakes from the approaching walker.




157      EXT BATTLEFIELD - HOTH

EXTREME CLOSE-UP of giant walking foot as it comes crashing to the ground, sending snow in all directions.




158      EXT BATTLEFIELD - HOTH

MED FULL SHOT (looking back at Luke, away from walker)
 as Luke climbs out of the speeder and starts to run
 forward.  The ominous shadow of the huge Walker No. 2
 falls over him as he looks up at the approaching monster.  The ground shakes under the impact of the 
pounding feet. Luke gets an idea and runs back to the 
speeder, reaching inside the cockpit for something.




159      EXT BATTLEFIELD - HOTH

EXTREME CLOSE-UP of the giant walker's foot as it comes
 crashing to the ground, sending snow in all directions.




160      EXT BATTLEFIELD - HOTH

MED CLOSE-UP as Luke rummages through the smoldering
 speeder and comes up with a climbing gun. Luke looks
 up, and ducks as the front foot of the walker comes
 crashing down right behind him, shaking the speeder
 violently. He reaches back in the cockpit for something else, glancing up with a worried look.




161      EXT BATTLEFIELD - HOTH

LUKE'S POV of the moving underbelly of the huge Walker
 No. 2 as it passes over his head.




162      EXT BATTLEFIELD - HOTH

CLOSE-UP of Luke outside the speeder as he searches
 the cockpit, straining to reach inside.




163      INT LUKE'S SNOWSPEEDER - INSERT

CLOSE-UP Luke's arm inside the speeder. He grabs a
 hold of a large landmine-type bomb and pulls it out
 of the speeder cockpit.




164      EXT BATTLEFIELD - HOTH

MED FULL SIDE VIEW as Luke pulls the landmine out of
 the cockpit and leaps away just as the huge black foot
 of Walker No. 2 comes crashing down on the tiny speeder.
 The rebel vehicle is crushed flat by the powerful walker.




165      EXT BATTLEFIELD - HOTH

MED CLOSE-UP of Luke as he stumbles up out of the snow
 and runs toward camera slightly left to right chasing
 after the lumbering walker. He hooks the landmine
 around his neck.




166      EXT BATTLEFIELD - HOTH

CLOSE-UP LUKE as walker foot raises in background.




167      EXT BATTLEFIELD - HOTH

MED PAN PAST the back legs of Walker No. 2 following Luke as he runs under the monstrous machine and fires
 the gun at the underbelly of the walker, directly above
 him.  A thin cable follows the projectile from the gun.
 Another walker can be seen in the background moving
 left to right.




168      EXT BATTLEFIELD - HOTH

CLOSE-UP OF MAGNETIC head and cable attaching itself on the underbelly of Walker No. 2. The cable is
 pulled tight as Luke tests it.




169      EXT BATTLEFIELD - HOTH

MED SHOT of Luke running and climbing up the cable. The second walker can be seen left to right in the 
background.




170      EXT BATTLEFIELD - HOTH

EXTREME LONG SHOT of Luke dangling from the underbelly of Walker No. 2, moving right to left. The giant legs
 of a second walker move through the foreground.




171      EXT BATTLEFIELD - HOTH

MED CLOSE-UP of Luke climbing the cable to the underbelly of Walker No. 2 going right to left. The two rebel
 speeders pass in the background. Flack burst in the distance.



172      EXT BATTLEFIELD - HOTH

HIGH ANGLE LOOKING down at Luke as he climbs the cable
 into a close shot. The walker's giant feet are seen
 pounding across the moving snow. Stray laser bolts
 pass him as he swings.




173      EXT BATTLEFIELD - HOTH

MED SIDE SHOT of Luke as he reaches the hull of Walker
 No. 2, next to a small hatch. Luke, hanging precariously, cuts the solid metal hatch with his lasersword.




174      EXT BATTLEFIELD - HOTH

CLOSE SIDE ANGLE of Luke taking the landmine from around his neck and placing it inside the Imperial
 machine. He closes the hatch and starts sown the cable, fast.




175      EXT BATTLEFIELD - HOTH

LOW ANGLE looking up at Walker No. 2 as Luke slides
 down the cable, then drops past camera.




176      EXT BATTLEFIELD - HOTH

SIDE MED SHOT of Luke falling, then drops out of the
 frame.



177      EXT BATTLEFIELD - HOTH

3/4 REAR LOW ANGLE SHOT of the giant Walker No. 2. It
 stops in mid-step. A muffled explosion is heard, then
 the insides of the giant walker come blasting out
 every conceivable opening. It sits dead in its tracks,
 smoking like a locomotive.




178      COMMAND CENTER - REBEL BASE

The command center is a shambles. The continual explosions outside have caused a massive cave-in. A lone controller works at the remaining computer board, while Leia, Threepio and another controller attempt to
 move a cake of ice off of General Rieekan. Finally,
 the ice tumbles to one side and Leia goes to the
 General, but it's too late. Threepio inspects the
 General's pulse.

THREEPIO
I'm afraid he's no longer functioning.

Leia is truly sorrowful. She holds the General's hand a
 moment and regards him reflectively.

CONTROLLER
(urgent)
The last transport is waiting.


Another explosion rocks the area.

THREEPIO
Beg your pardon, ma'am, but our possible avenues of exit are being rapidly reduced.

 Leia nods, stands, and speaks to the controller with
 renewed authority.



LEIA
Tell the ship we're on our way,
 and signal the troops in the
 field to retreat to their fighters.




179      INT ICE CORRIDOR - REBEL BASE - HOTH



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. He hurries toward the Control Center just as Leia, Threepio and the two controllers exit the
 room.  Leia is surprised to see him. Han is greatly
 relieved to see her.



HAN
..I heard on the com-link the
 command station was destroyed.
 You all right?

Leia nods, still a little confused.

LEIA
General Rieekan's dead.


Han grimaces at the news, then looks them over.

HAN
This all that's left of your unit?
 You'd better hurry, the transport's waiting for you.



180      INT ICE CORRIDOR - REBEL BASE - HOTH

With 3PO trailing behind, they race down the corridor
 to where it ends in a T and round the corner only to
 find it blocked with ice and snow. They start back the
 other way when Han stops at a door with a big cross on
 it.



HAN

That way is going to take too long. Let's go through these storage rooms.

 

He starts for the door and hears a faint banging.

HAN

Hey! Someone's still in here.

 

LEIA
Wait, don't open it... that's one of the traps for the ice creatures.
 The pounding increases.

                               

THREEPIO
Oh my, there must be a hundred of them in there.


They race down the corridor.




181      INT COCKPIT - REBEL TRANSPORT

The pilots are getting nervous, the captain leans
 over one.

CAPTAIN
I don't know if there's anyone
 left alive in there. Give it one more try.



PILOT
Control unit 33, this is transport
 XJ... we can't wait any longer...



182      INT ICE CORRIDOR  

Han pulls his com-link out and talks as he runs.

HAN
Hello, XJ! They're coming now...

Suddenly there is an explosion, a loud crack. Han turns,
 grabs the Princess and pulls her to the wall as a giant
 cave-in smothers the two controllers.

 Han grabs his com-link as Leia helps Threepio dig him out of the snow.


HAN

Transport XJ. get out of here.
 Go!

THREEPIO
The energy shield is down. We'll be stuck here forever.




183      EXT REBEL GUN EMPLACEMENT - HOTH

The icy wind picks up as the battle rages. Rebel and
 Imperial troops are firing at each other at point blank
 range.



184      EXT SNOW BY REBEL GUN EMPLACEMENT - HOTH

A walker steps on several rebel troops as they attempt
 to flee.




185      EXT REBEL GUN EMPLACEMENT

A rebel officer puts his hand to his helmet earphone in
 an attempt to hear his com-link.

                               

COM-LINK

Disengage - Disengage - Ships away.
 Begin retreat action.

The officer flips a switch on his com-link and a loud whistle is heard. He signals his men to retreat.




186      EXT BATTLEFIELD - HOTH

LOW ANGLE MEDIUM SHOT of Walker No. 1 as it advances
 at camera, going slightly right to left. The smoldering
 walker that Luke just blasted stands dead in its tracks
 in the background.




187      INT IMPERIAL WALKER NO. 1 - COCKPIT

CLOSE over the shoulder of walker pilot. POV of rebel
 troops and power generators. Veers steps into the frame.




188      INT IMPERIAL WALKER NO. 1 - COCKPIT

REVERSE CLOSE-UP of Veers as he studies various readouts.



PILOT
All resistance is fading.

VEERS
Good, we have them now. Prepare to target the main generator.




189      EST REBEL GUN EMPLACEMENT - HOTH

MED SHOT - Rebel troops retreat under the onslaught.




190      EXT REBEL GUN EMPLACEMENT - HOTH

ANOTHER ANGLE - Rebel troops retreat as a walker looms
 in the background. Pan down to troops as an explosion hits.




191      EXT BATTLEFIELD - HOTH

HIGH ANGLE of troops fleeing and firing back toward
 camera.




192      EXT BATTLEFIELD - HOTH

LOW ANGLE FULL SHOT of three of the giant walkers
 advancing to camera, firing lasers, with troops in
 foreground running toward and over camera as the snow
 erupts all around them. A lone rebel speeder is in
 the background.




193      EXT BATTLEFIELD - HOTH

BACK CLOSE-UP of guns on walker-head, firing.




194      EXT BATTLEFIELD - HOTH

MED BEHIND TROOPS fleeing over camera, the ground
 explodes around them.




195      INT WALKER NO. 1 - COCKPIT

CLOSE-UP VEERS inside Walker No. 1 cockpit. He speaks
 over the com-link as he studies various readouts.

VEERS
... yes, Lord Vader. I've reached
 the main power generators and I'm
 destroying them now.  The shield
 will be down in moments. You may start your landing...

PILOT
Look out!

Veers looks out the cockpit window.




196      EXT BATTLEFIELD - HOTH 

FULL SHOT of Hobbie's speeder, Rogue Four, as it races
 over camera right at the head of the oncoming walker.




197      INT WALKER NO. 1 - COCKPIT 


OVER THE SHOULDER of Veers and his pilots as the speeder
 crashes into the front window.



PILOT

He's going to...

Impact, huge explosion.




198      EXT BATTLEFIELD - HOTH

FULL SHOT of Walker No. 1 with head exploding and frying
 into a million pieces.




199      EXT BATTLEFIELD - HOTH

FULL SHOT Walker No. 1. After a few moments the
 headless walker topples over on its side in a cloud
 of snow.




200      EXT BATTLEFIELD - HOTH

The clamor of battle is heard in the distance. Stray
 laser bolts whiz past. Debris and rubble are scattered
 everywhere. Nearby stands the burned-out hulk of No. 2
 Walker Luke destroyed, hatches and metal parts clanking
 in the chilly Hoth wind.




201      EXT BATTLEFIELD - SNOWDRIFT - HOTH

Luke pops his head out of a hole in the snow. Still a
 little shaken, he tries to stand up, but can't. His
 com-link whistles.



COM-LINK
...ships away. Begin retreat
 action. All troops begin retreat
 action.



Luke musters all his strength and starts off through
 the snow toward a distant ice formation.




202      INT MAIN HANGAR - REBEL BASE - HOTH

A distant, huge explosion rocks the hangar deck. Ice
 cakes come crashing down on the Millennium Falcon.
 Chewie is pacing under the safety of the ship's landing
 gear. The giant Wookiee pats the underbelly of his
 beloved ship and barks a few reassuring words. Chewie
         searches in vain for his captain. Something catches the Wookiee's eye and he lets out a loud SHRIEK.
 It is Han and Leia running toward the ship. Chewie runs
 out into the falling ice, lets out another SHRIEK, then
 runs up the ship's ramp.  Han and Leia run up the ramp
         after Chewie. Threepio is not far behind.




203      INT MILLENNIUM FALCON COCKPIT - INT ICE CAVE

Ice batters the cockpit windows as Chewie works at
 the controls. Han rushes in and sits in the pilot's
 seat.  Chewie barks a blue streak at his friend.



HAN

I couldn't get back any faster. It's pretty shaky out there.



Chewie starts chattering a mile a minute about something
 and points to one of the gauges.  Han looks worried.

HAN
I know... I know. It's not good.
 But cheer up .... one way or another
 it will be over soon


.

204      S C E N E  M O V E D


204X     INT ICE CORRIDOR - REBEL BASE - HOTH

Imperial troops appear pushing through an ice blockage.
Vader is revealed.




204Y     INT COMMAND CENTER - REBEL BASE - HOTH

Imperial troops come rushing through. Vader surveys the
 place. A huge ice chunk falls, almost hitting him. He
 continues around it.




205      INT MAIN HOLD MILLENNIUM FALCON - MAIN HANGAR - HOTH      

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

HAN

How's that, Chewie?

The Wookiee barks a negative reply.

                               

LEIA
Would it help if I got out and
 pushed?

                               

HAN
Don't worry, your holiness, I'll
 get her started.



Threepio clanks into the hold.



THREEPIO

Sir, I was wondering if I might...

Han shoots Threepio and angry look.

THREEPIO

It can wait.



Threepio turns and makes a hasty retreat.

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



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



LEIA
I'll be surprised if we ever start moving.

Chewie lets out a loud WHELP as laser bolts begin to
 hit the cockpit window.




206      INT COCKPIT - MILLENNIUM FALCON - MAIN HANGAR - HOTH 

SIDE VIEW - Han and Chewie look out the window and see
 a squad of stormtroopers rushing into the hangar deck,
 firing. Han makes a final panel adjustment.



HAN
Well, I've tried everything, Chewie... You'll just have to switch over,
 and hope for the best.

Chewie pulls back on the controls and the first stage
 of engine fire can be heard. Han flashes a big grin at Leia as he swings past her into the pilot's seat. Leia straps herself into one of the navigator's chairs.
 

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

Han sets himself, looks at Chewie.


HAN
Punch it!

The roar of the Falcon's main engines blast out everything as the ice cave wall rushes by outside the cockpit
 window, moving right to left.

HAN

(shouts)
Chewie!



Han straps himself into the seat. Leia gets into the
 navigator's chair.



206W     INT MAIN HANGAR DECK - HOTH

Stormtroopers are setting up a large Bazooka-like
 weapon.  Behind them the giant hangar doors are opening.

206X     EXT MILLENNIUM FALCON - MAIN HANGAR - HOTH

A laser gun appears and swings around.




206Y     EXT MILLENNIUM FALCON - MAIN HANGAR - HOTH

Long shot main hangar.Angle behind Stormtroopers with
 Millennium Falcon in back-ground.

 The Stormtroopers are preparing to fire their Bazooka
 cannon when they are hit by the gun on the Millennium
 Falcon. They are thrown about in all directions.




206Z     INT MILLENNIUM FALCON - MAIN HANGAR - HOTH

Chewie comes dashing into the cockpit.



HAN
We'll just have to switch over,
 and hope for the best.

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



LEIA

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

Han looks at Chewie.



HAN
Punch it!

The roar of the Falcon's main engines blast out everything as the ice cave wall rushes by outside the cockpit window, moving right to left.




207         OMIT          


207X     INT MAIN HANGAR - HOTH                                    

Stormtroopers run into hangar. Vader comes out of an
 ice corridor. The roar of the Millennium Falcon
 engines is very loud. He stops.




207Y     POV VADER - INT MAIN HANGAR - HOTH

Shooting toward the main hangar doors as the Millennium
 Falcon (which is now through the door) lifts up and
 disappears.




208      EXT ICE SLOPE - MILLENNIUM FALCON - HOTH

FULL SHOT of Luke and two other pilots looking up in
 the snowstorm as the Millennium Falcon races from the
 distance and over the camera.  The ship is flying very
 close to the ground.




209      EXT SKY OVER ICE SLOPE - HOTH

Luke's POV Millennium Falcon racing skyward.




210      EXT ICE SLOPE - X WING - HOTH

Luke, Wedge, and the pilot trudge onward toward the outline
 of an X wing fighter.



LUKE
There goes the Falcon. At least
 Han got away. Wedge, that looks
 like yours over there.

                               

WEDGE

Right. Good luck, Luke.

 

The pilots split up. Luke waves as the others disappear
 in the windblown snow. He walks on, and hears a familiar
 whistle coming from the vague silhouette of a fighter.



LUKE
Artoo, is that you?!


Artoo chirps an excited acknowledgement as Luke climbs
 aboard the snow-covered spacecraft. Artoo beeps his
 relief. The roar of the departing X wings can be heard
 in the distance.

LUKE

Don't worry, we'll be airborne
 in a second. Open the cockpit
 and activate the power.




211      INT MAIN HANGAR DECK - REBEL BASE - HOTH

Darth Vader strides through the remains of the rebel 
fortress. Two stormtroopers struggle to keep up with
 the giant presence. Admiral Piett catches up with the
 Dark Lord.


PIETT
Seventeen ships destroyed, we
 don't know how many got away.



VADER
Anything on the Millennium Falcon?

PIETT
It won't get through the blockade.

VADER
I want that ship.




212      EXT MILLENNIUM FALCON - TIE FIGHTER - STAR DESTROYER

SPACE

 FULL SHOT, SPACE, with the white planet of Hoth in the
 lower part of the frame. The Millennium Falcon speeds
 away from the planet and over camera, closely followed
 by one huge Star Destroyer and six tiny Tie fighters
 which also race past camera. The slow moving Star
 Destroyer fills the frame as it plows  ever forward.




213      EXT MILLENNIUM FALCON - TIE FIGHTERS - STAR DESTROYER 

SPACE

 FULL SHOT, SPACE.  The Falcon races low over camera
 toward two very bright star-sized objects. The six
 Tie fighters zoom overhead in pursuit followed by a
 huge Imperial Star Destroyer.



214      INT COCKPIT - MILLENNIUM FALCON - SPACE

OVERSHOULDER HAN AND CHEWIE. Inside the cockpit Chewie
 lets out a loud howl. Han checks the deflectors as the
 ship begins to get buffeted by exploding flak. He
         appears to be doing six things at once.



HAN       (harried)
I know, I know, I see them...


LEIA

See what?



HAN
Two more Star Destroyers heading
 right at us.



LEIA

I'm glad you said there was going
 to be no problem, or I'd be worried.



Threepio bumps and bangs his way into the cockpit.

THREEPIO

Sir, I was wondering...

HAN
Sit down, and shut up!

THREEPIO
It can wait.




215      INT COCKPIT MILLENNIUM FALCON - SPACE

FULL SHOT INT MILLENNIUM FALCON.  POV out window at
 two approaching Star Destroyers as they grow larger.
 Small flashes of light on the oncoming Star Destroyers
 turn into large flak bursts which rock the Falcon. The
 Star Destroyers grow larger as they get ever closer.

HAN

Chewie, how's the deflector shield
 holding up?

Chewie barks a reply as he readjusts an overhead switch.

HAN
Good... at sub-light, they may be faster, but we can still out-maneuver them. Hold on!




216      INT COCKPIT MILLENNIUM FALCON - SPACE

CLOSE POV - out the Falcon cockpit window as the stars
 and looming Star Destroyers suddenly shift radically,
 rising through the top of the cockpit window as the
 Millennium Falcon starts into a steep dive.
 Everyone's stomach is in their throat as Han makes a ninety degree dive straight down.




217      EXT MILLENNIUM FALCON - STAR DESTROYERS - SPACE

FULL SHOT underneath one of the huge oncoming Star Destroyers
 as the Millennium Falcon races toward it. Suddenly the Falcon starts into a steep dive straight down
 toward camera. The Falcon races over camera followed
 by four Tie fighters. The bottom side of the Star
 Destroyer continues on a collision course.




218      EXT STAR DESTROYERS - SPACE

A huge Star Destroyer in the foreground heads right at
 two oncoming Star Destroyers and slowly starts to veer
 to the left.




219      INT STAR DESTROYER NO. 2 BRIDGE - SPACE

INT IMPERIAL STAR DESTROYER - Out the front window the
 two oncoming Star Destroyers can be seen veering to the
 left.

 Alarms, panic. Pilots are abandoning their posts as the
 Imperial Star Destroyers on the view-scanner get closer. The Captain tries to keep control of the situation.


CAPTAIN NEEDA

Turn it!  Turn it!




220      EXT SPACE - MILLENNIUM FALCON - TIE FIGHTERS

FULL SHOT, SPACE - The Millennium Falcon races to
 camera followed by four Tie fighters with laser bolts.




221      INT COCKPIT - MILLENNIUM FALCON - SPACE

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



HAN
That slowed them down a bit. Chewie
, stand by to make the jump to light
 speed.

The buffeting of the lasers becomes louder and stronger.



LEIA
They're getting awfully close...
         
HAN  	     (With a gleam in his eye.

)

Oh yeah... Watch this.




222      INT MILLENNIUM FALCON - COCKPIT

REVERSE POV over shoulder out cockpit window as stars
 DO NOT go into hyperspace, but just sit there.




223      INT MILLENNIUM FALCON - COCKPIT

Han and Chewie look at each other and are thrown into
 an acute state of concern.

 

LEIA

Watch what?


Han tries again... nothing.

HAN

I think we're in trouble.

THREEPIO

If I may say so, Sir, I noticed earlier that the entire main para-
light system seems to be damaged.



HAN

We're in trouble!


The explosions become heavier.

224  EXT MILLENNIUM FALCON - TIE FIGHTERS - STAR DESTROYER - SPACE

 

FULL SHOT - The Falcon races over camera into the
 starry vastness followed by six Imperial Tie Fighters and an Imperial Star Destroyer.




225      EXT SPACE LUKE'S X WING - HOTH

FULL SHOT, HOTH - Luke's fighter speeds away from the
 tiny planet, wings closed.




226      EXT LUKE'S X WING - SPACE

FULL SHOT - Luke's fighter over camera, wings closed disappears into stars.




227      INT COCKPIT - LUKE'S X WING - SPACE

CLOSE SHOT Luke's interior fighter, very small planet
 in background. He makes a decision and flips several
 switches.




228      INT COCKPIT - LUKE'S X WING - SPACE

LUKE'S POV - Stars shift right to left as Luke banks
 his fighter into a steep turn.




229      EXT LUKE'S X WING - SPACE

FULL SHOT - Fighter comes to camera, banks sharply to
 left. PAN with ship flying away in a new direction.




230      EXT LUKE'S X WING - SPACE

OVER ARTOO looking forward as the stars continue to
 move right to left, then stop as the fighter pulls
 out of its bank.




231      INT LUKE'S X WING - SPACE

INT CLOSE-UP LUKE, stars in background slowly moving from the bottom of the frame to the top.

 The monitor screen on Luke's control panel prints out R-2's question.



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

No, we're not going to regroup with the others.




232      EXT LUKE'S X WING - SPACE

SIDE VIEW of Artoo as he begins his protest. Artoo
 whistles an unbelieving: What?




233      INT LUKE'S X WING - SPACE

Luke reads Artoo's exclamation on his control panel.

LUKE
We're going to the Dagobah System.

(Artoo beeps)

We have enough power.
(Artoo sing-songs a bit of chatter)
They don't need us there.
(Artoo beeps)
I'm countermanding the order... I'm a commander, remember.



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
Yes, Artoo.

Artoo answers with a soft carefully-put phrase of
 whistles.

LUKE
Yes, Artoo, I know the Dagobah System doesn't appear on any of our navigational charts.  But, don't worry, it's there.
(Artoo beeps a worried
 beep)
I'm very sure... trust me.



Artoo lets out a limp little sigh. The little droid
 is silent for a moment, as though thinking. Then another beep

LUKE
Yes, Artoo?
(a carefully-put sentence
 of whistles)
No... no headache, I feel fine... Why?
(Artoo chirps an innocent
 phrase)
No dizziness, no drowsiness, the
 scars are even gone...
(Artoo whistles a question)
No, that's all right. Artoo, I'd
 rather keep it on manual control
 for awhile.

Artoo lets out a defeated whimper. Luke just smiles
 at his worried little friend.


LUKE
Trust me, Artoo. I know where I'm
 going and I'll get us there safely... it's not far.




234      EXT IMPERIAL STAR DESTROYER - TIE SHIPS - MILLENNIUM

FALCON

 The Falcon races to camera followed by four Tie
 fighters. The Falcon flies under camera, the Tie
 fighters fly over camera followed by Star Destroyer
 No. 2 in the distance.




235      INT COCKPIT - MILLENNIUM FALCON - SPACE

SIDE VIEW INT COCKPIT right to left. Stars race by left to right as flak bursts outside the window.




236      INT COCKPIT - MILLENNIUM FALCON - SPACE

Han works furiously at his controls while giving various orders to Chewie.



HAN
Horizontal booster...
 
(Chewie barks)

Alluvial damper...
(Chewie barks)

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



He gives Leia a glance, then a double take.



LEIA

I didn't say anything...

Suddenly, a loud thump hits the side of the Falcon,
 causing it to lurch radically. Chewie barks louder.


HAN
That was no laser blast... something hit us...

LEIA
Or you ran into something...




237      INT COCKPIT - MILLENNIUM FALCON

POV out front cockpit window as asteroids race by right to left.




238      INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT

Han continues to work his ship controls as a chunk of rock
 crosses in front of the ship.

                               

HAN
Asteroids! Chewie, bank left,
 let's find out where they're
 coming from...

LEIA
Probably an asteroid field...

HAN
Let's hope so... it's just the
 chance we need.



LEIA
To get killed... you're not seriously going into an asteroid 
field?

HAN
Aren't I?  Hang on, sweetheart.
 We're gonna do some flyin'.

Another asteroid thumps against the ship.  Leia winces.

                               

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

                               

THREEPIO

If I might remind you, sir, the
 probability of successfully navigating through an asteroid field
 is approximately 365,000 to one
... a graceful surrender might 
not be...



Chewie turns and barks at Threepio, who immediately
 shuts up.




239      INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT

OVER SHOULDER POV as stars move right to left as the Falcon turns into the asteroid storm. Once the stars
 stop moving right to left and the ship completes its
 turn, asteroids start coming toward the cockpit
 window from the distance.




240      EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT

CLOSE-UP of asteroid as it tumbles away from the camera 
a fast speed. When about 40 per cent of the screen is
 filled with the asteroid, several smaller asteroids
 crash into it from the side, creating small explosions
 on the surface. Other asteroids in many sizes pass by
         in all directions, some colliding and creating
 explosions. When the big asteroid is 20 per cent of
 the screen, the tiny Millennium Falcon appears from
 behind it, veers around the right side and races past
 camera on the left side through the rain of rocks,
 followed by the four Tie fighters, bobbing and weaving
 around the asteroids.




241      EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT

FULL SIDE VIEW, TRUCKING with the Falcon as it dodges an asteroid. Several smaller asteroids explode as
 they collide with the hamburger-shaped ship. PAN with
 the ship as it banks away from the camera. Four Tie
 fighters follow, one of which connects with an asteroid
 and explodes. The other Tie Fighters are pelted with
 smaller explosions.




242      EXT. SPACE - IMPERIAL STAR FLEET

FULL SHOT - Vader's Star Destroyer and two others
 flanked by several smaller Imperial warships move
 out of Hoth's orbit and over camera.




243      OMIT     243




244      INT VADER'S STAR DESTROYER - VADER'S CHAMBER 

ADMIRAL PIETT hesitates in the entryway to Vader's
 private cubicle.



ADMIRAL PIETT
 
My lord.

VADER (OS)
Come in, Admiral.

Admiral Piett steps into the room and pauses at the sight of...

 Darth Vader, his back turned, is silhouetted in the
 gloom on the far side of the chamber. A black, insect-
looking droid attends him. Among the various apparatus
  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 Vader's mask and helmet onto his head. When it
 is in place, he turns.

ADMIRAL PIETT
Our pursuit ships have sighted the Millennium Falcon, My Lord. It
 has entered an asteroid field.

VADER
Asteroids don't concern me, Admiral. I want that ship, not excuses. How long until you can have Skywalker
 and the others in the Millennium Falcon before me?


ADMIRAL PIETT   (worried)
Soon, Lord Vader.

VADER      (ominous)
Yes, Admiral .... soon.




245      EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT

FULL SHOT of two huge asteroids tumbling toward camera
 as the Millennium Falcon banks around both of them and
 over camera as a third asteroid barely misses the ship
 as the three Tie fighters follow in hot pursuit. One
 Tie fighter scrapes an asteroid and tumbles over camera
 out of control.




246      EXT STAR DESTROYER NO. 2 - ASTEROID BELT

FULL SHOT Star Destroyer coming to camera blasting
 oncoming asteroids as it goes. Smaller asteroids
 explode across its massive surface.




247      EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT

FULL TWISTING SHOT of the Falcon on its side as it races under camera and around an oncoming asteroid tumbling over camera, revealing the Falcon still twisting and ending right side up. Two Ties follow in the distance, coming from either side.




248      INT MILLENNIUM FALCON - ASTEROID FIELD

Asteroids race by the cockpit window as Han pilots his trusty craft through the dangerous field.




249      INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT

INT POV out cockpit window as a big asteroid drops
 past the window, narrowly missing the Falcon.




250      INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT

Chewie barks in terror as a small asteroid comes
 especially close... too 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
Well, you said you wanted to be
 there when I was wrong.



LEIA

I take it back.


HAN
That Star Destroyer is slowing down.



LEIA
Good.




251      INT COCKPIT - MILLENNIUM FALCON - ASTEROID

SIDE VIEW INT FULL SHOT of group as asteroids race
 by outside the window.



HAN
But we're going to get pulverized if we stay out here much longer.



LEIA
I'm against that.

HAN

We've got to get out of this shower.


LEIA
Now you're making sense.

HAN
Right. I'm going to get in closer
 to one of these big ones...

THREEPIO

Closer?!

LEIA
Closer?!

Chewbacca BARKS the same word, only louder.




252      INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT

INT OVER THE SHOULDER POV of the dense asteroid field
 as a giant asteroid comes right at the Falcon and it banks sharply around it.




253      EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT

FULL MOVING SHOT as the Millennium Falcon dives away from camera toward the surface of one of the moon-sized asteroids. There is a continued display of
 explosions across the surface as smaller asteroids
 collide with the larger chunks of rock. Two Ties

follow the Falcon to the surface.




254      EXT MILLENNIUM FALCON - GIANT ASTEROID

FULL OVERHEAD VIEW as the Falcon moving right to left skims the surface of the giant asteroid. Small
 asteroids explode on the surface of the ship.




255      EXT MILLENNIUM FALCON - TIE FIGHTERS - GIANT ASTEROID

LOW TRUCKING across surface as the Falcon and Ties
 race to camera and zoom overhead under a hail of
 asteroids.




256      EXT MILLENNIUM FALCON - TIE FIGHTERS - GIANT ASTEROID

REVERSE LOW TRUCKING as the Falcon and the two Tie fighters race over camera and into the distance.




257      INT COCKPIT - TIE FIGHTER - GIANT ASTEROID

Stars whip by in the background. Pilot looks up screen left.


PILOT

Look out.




258      INT COCKPIT - TIE FIGHTER - GIANT ASTEROID

POV of giant asteroid racing to camera from out of the starry sky, slightly left to right.




259      EXT MILLENNIUM FALCON - TIE FIGHTERS - GIANT ASTEROID

LOW TRUCKING SHOT of the Falcon as it races toward camera and past. The Tie fighters approach in the
 distance, but as the Falcon passes, a giant asteroid intersects the frame in front of the Tie fighters creating a silhouetted explosion. As the asteroid
 continues on its way, it leaves the remains of two explosions.




260      INT COCKPIT - MILLENNIUM FALCON - SPACE

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

HAN
There, there. Chewie get a
 reading on that. Looks pretty
 good.

LEIA
What is it?

HAN
That should do nicely.




261      INT COCKPIT - MILLENNIUM FALCON - GIANT ASTEROID

POV OVER THE SHOULDER out cockpit window, skimming the
 surface of the asteroid as a large crater approaches.




262      EXT MILLENNIUM FALCON - GIANT ASTEROID

FULL SHOT of the Millennium Falcon as it dives into the huge crater and disappears.




263      EXT MILLENNIUM FALCON - ASTEROID SURFACE AND CRATER       

FULL SHOT of Falcon racing over camera and down into crater. The walls are barely visible as the camera
 TRUCKS with the Falcon, but at a slower speed.  A small cave appears on one side of the crater in the
 distance. The Falcon turns, slows and scoots into
         the smaller cave.




264      EXT LUKE'S X WING - SPACE

FULL SHOT X WING over camera and away toward the cloud cover of Dagobah. Half the planet is seen.




265      EXT LUKE'S X WING - ARTOO - SPACE

CLOSE SIDE VIEW of R-2 as he rides on the back of the X wing.




266      INT COCKPIT - LUKE'S X WING - SPACE - DAGOBAH

CLOSE-UP LUKE FRONT with stars moving right to left in background.
 Luke watches Artoo's words translated on the computer
 scope.


LUKE
Yes, that's Dagobah, Artoo... looks a little grim doesn't it...
(Artoo beeps)
...No, I don't want to change my
 mind about this... I'm not picking
 up any cities or technology...
(a little nervous)
...Massive life form readings though.
 There's something alive down there...

(Artoo beeps a worried query)

...Yes, I'm sure it's perfectly safe for droids. Will you take it easy?... I guess I imagined that landing beacon. We'll just have to
 go in and see what happens.
(Artoo whimpers)
Don't worry!




267      EXT LUKE'S X WING - SPACE - PLANET DAGOBAH

X wing to camera flying through twilight between space and planet.




268      EXT LUKE'S X WING - SPACE - PLANET DAGOBAH

CLOSER VIEW as the X wing races over camera and dives into the cloud cover and disappears.




269      INT COCKPIT LUKE'S X WING - CLOUDS

SIDE VIEW LUKE as the clouds race by in the background, bottom to top.




270      INT COCKPIT LUKE'S X WING - CLOUDS

Luke works desperately at his controls.  The cloud cover had completely obscured his vision. An alarm buzzes in the background. Artoo beeps and whistles frantically.



LUKE
I know, I know! All the scopes
 are dead! I can't see a thing... Hang on, I'm going to start the landing cycle... Let's just hope there's something underneath us...

The blast of the retro rockets is deafening. Artoo's
 squeals are barely heard. Suddenly, there is a CRACKING
 sound as if limbs were being broken off trees and then a tremendous splashing jolt as the spacecraft hits the
 surface.  Luke is considerably shaken, but all right. Artoo lets out a rattled little beep which shows up on the view screen.



LUKE
Yeah, I'm all right... You still in one piece?
(CLOSE-UP Artoo beeps affirmative)
Good. Come on, I think we're sinking.

Luke pulls a switch and his canopy pops open.




271      EXT BOG - SWAMP - DUSK - DAGOBAH

The mist-shrouded X wing fighter is barely visible, half buried in the murky swamp. Luke climbs out onto the long nose of the spacecraft as Artoo pops out of his cubbyhole on the back. The young warrior surveys his hostile new environment. Huge, twisted trees
 covered with vines and moss outline the misty landscape.


LUKE
Artoo, I wonder if that water is
 safe?

Artoo lets out a short beep, then steps forward, loses his balance and disappears with a splash into the water.


LUKE
Artoo!




272      EXT SWAMP - DUSK

Luke dives in near the spot where Artoo fell. He surfaces and scans the water frantically until he sees a small periscope pop up. The periscope turns until it gets a fix on Luke, then lets out a bubbling beep,
 and starts through the water toward the muddy beach. Luke follows.




273      EXT SWAMP - DUSK

We see the POINT OF VIEW of an underwater swimming thing as it watches R-2 and his young master struggling toward shore. R-2 is powered by two bubbling jets.




274      EXT SWAMP - DUSK

A dark, ominously finned back breaks the surface. Luke stops swimming for a second and sees the disturbing shape swimming toward him. Luke swims for his life, racing past Artoo and finally scrambling up on shore.

LUKE
Hurry, Artoo!




275      EXT SWAMP - DUSK

The thing swims up behind the little droid and dives, creating a loud clunk. Artoo's periscope disappears as
 he lets out a pathetic electronic scream.  Luke wades a few feet into the murky pool looking for any sign of his little friend. The black surface is as still as death itself... a few bubbles begin to appear, then PHHEEWAATT! The runt-sized robot is spit out of the water, makes a graceful arc and comes crashing down in a patch of moss.



LUKE
Artoo, are you okay?

Artoo responds with a series of feeble whistles and tones.

LUKE
If you said you thought coming here was a bad idea, I'm beginning to agree with you.




276      EXT SWAMP - BEACH - DUSK

Luke is shivering cold as the fog begins to close in. He helps little Artoo upright and starts to clean him off. All is quiet except for an eerie and inhuman cry
 every once in awhile in the distance. Both the robot and the boy glance around at the spooky swamp-jungle
 that surrounds them. Sinister shadows move among the trees, as Luke notices a tiny, but vicious pair of eyes wink out and disappear in a scutter of feet.

LUKE
I'm sorry Artoo, I can't explain the urge that made me come here. It was part of a dream... or... maybe I'm just going crazy.



277      EXT SWAMP - POV - DUSK

Luke looks back at the slowly sinking spacecraft.



278      EXT SWAMP - BEACH - DUSK

Artoo bubbles electronic profanity and ejects a stream of muddy water from one of the ports in his head.

LUKE

How are we going to get that thing flying again? What am I doing here?


Artoo beeps a short, Got me boss?




279      EXT IMPERIAL FLEET - SPACE - ASTEROID FIELD

FULL SHOT - Fleet around Vader's ship in the asteroid 
storm. Asteroids big and small begin to pelt the huge
 surface of the ships. One of the smaller Imperial
 vessels in the foreground gets hit by a huge asteroid and explodes.




280      INT BRIDGE - VADER'S STAR DESTROYER - MAIN CONTROL DECK

INT FULL SHOT - Asteroids collide, creating fireworks display out bridge window.

 Darth Vader stands in the hologram cage above the control deck.  Before him are the hologram images of twenty Battleship Commanders. One of these images,
 the Commander of the ship just exploded, is fading quickly away at this moment. Another image, in the
 center and a little apart from the others, is faded and
 continually disrupted by static. It 
is the Captain Needa of the Star Destroyer which was most hotly on the tail of the Millennium Falcon. Admiral Piett and an
 aide stand behind the Dark Lord.

CAPTAIN NEEDA (IN HOLOGRAM)
...which 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

They're alive, Captain. I know it and I want every ship available
 to sweep the asteroid field until they're found.




The Imperial Star Captains fade off one by one as Vader
 turns to Admiral Piett.



VADER
Now what's so important it couldn't
 wait, Admiral?  Speak up!



The Admiral is scared white as a sheet.  He's shaking.



ADMIRAL
It was... the Emperor...

VADER
The Emperor?

ADMIRAL

Yes, he commands you make contact with him...

VADER
Move this ship out of the asteroid field and into a position where we can send a clear transmission.


ADMIRAL
Yes, My Lord.


VADER
And code the signal to my private chamber.




281      EST MILLENNIUM FALCON - ASTEROID CAVE

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




282      INT COCKPIT - MILLENNIUM FALCON - CAVE

Han and Chewie are busy shutting down the engine and the electronic systems. Threepio and Leia watch worriedly
 as all the service lights go out. Han glances from the
 dimming lights to Leia with a quick grin.

HAN
Getting kinda romantic in here.

Chewie suggests with a GROWL that Han pay attention to the business at hand. Han returns to work.

                               

HAN
      (to Chewie)
What are you so grouchy about?

THREEPIO
Sir, I'm almost afraid to ask, but does shutting down all but emergency
 power systems include me?


Chewie BARKS yes, but Han think otherwise.

                               

HAN
No, we're going to need you to talk to the ship and find out what happened to our hyperdrive... How good are you with a macrofuser,
 Your Holiness?

 

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

                               

LEIA

A tremor!

                               

THREEPIO     (to Han)
Sir, it's very possible this asteroid is not stable.

HAN
I'm glad you're here to tell us these things...

The ship begins a violent motion.  Chewie HOWLS.

HAN
Hang on! Watch out.

The jolting movement throws Leia across the cabin into Han's arms. The motion stops as suddenly as it started. Han and Leia realize they are in each others arms. The pirate grins down at the girl. Chewie watches the embrace with inscrutable interest.

HAN
Why, Princess, this is so sudden.

LEIA
Very funny.  You can let go now... I'm getting angry.

HAN
You don't look angry.

LEIA
How do I look?

HAN        (with feeling)
Beautiful.

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

HAN
And excited.

The anger rises in Leia.

LEIA

Sorry, Captain, being held by you isn't enough to get me excited.

HAN

Well, I hope you don't expect more.

LEIA
I don't expect anything, except to 
be left alone.



HAN
Fine with me. But I'm afraid you'll have to let go.

Han has lifted his arms lightly away, which makes it
 very clear that Leia has, in fact, been returning his embrace.  Leia realizes this and steps back, embarrassed and angry.  Her words are measured.

LEIA
Don't you think it's time we got to work on your ship...

She turns and leaves the cockpit. Han turns to his faithful Wookiee, who's been watching all this with
 Threepio.

HAN
Come on, Chewie, let's tear into this flying short circuit before we get hit with another tremor.


Chewie BARKS and starts out of the cockpit with Han.

HAN
You, too, golden rod.

THREEPIO

I must admit there are times I don't understand human behavior.




283      EXT BOG CLEARING - DUSK

The mist has disappeared a bit, but it is still a gloomy looking swamp. The X wing fighter has stopped sinking and is now only about one third above water. A transfer cable has been rigged between the starfighter and the
 shore. Artoo is on the back of the fighter sending a power case to Luke on the edge of the swamp.

LUKE
I think that will do it, Artoo. Come on back.


Luke hears a loud snapping crash in the dense jungle right behind him. It is too dark to see anything, but
 Luke already has his light saber in his hand, waiting
 to be ignited. Nothing emerges from the obscure foliage so Luke clips his weapon back to his utility belt and
         continues to unpack the gear. Meanwhile, Artoo has hooked a pulley from his midsection to the transport cable
 and is whizzing toward his master. The stubby little droid lands with a beep.

LUKE
You ready for some power?

Luke has ignited a little fusion furnace which throws
 off a warm glow. He warms his hands, then plugs a
 power cable into Artoo's nose. The droid whistles his appreciation.  Luke opens a container of processed food and sits before the thermal heater.



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

Artoo beeps and Luke nervously looks around at the foreboding jungle. He grimaces as he forces down the ill-tasting food.

LUKE
This seems like a strange place to find a Jedi master... Gives me the creeps.
 (Artoo beeps "I'm with you")
...There's something familiar about this place... I feel like...

STRANGE VOICE
You feel like what?


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

                               

LUKE     (looking at creature)
...Like we're being watched.


CREATURE

Away put 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   (Continued)
I'm wondering... why are you
 here?



LUKE

I'm looking for someone.


CREATURE
Looking? Looking? You've found
 someone I'd say. Heh? Yes!

LUKE    (trying to keep from smiling)
Yeah...

CREATURE

Help you I can... yes... yes.


LUKE
I'm looking for a great warrior.

                               

CREATURE
A great warrior?
(shakes his head)

Not many on those. Wars don't
 make one great.

Creature jumps and lands on one of the cases of supplies. He begins to rummage around.

                               

LUKE
Get away from there.

Artoo moves to the edge of the case (almost eye level
 to the creature who is carelessly handling the supplies)
  and squeaks his disapproval.
 The creature picks up the container of food Luke was
 eating from and takes a bite.



LUKE
Hey, that's my dinner!



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



CREATURE


Peewh! Awful, awful. Thank you,
 no.  How get you 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 here, and if I could get my fighter out of this puddle I would, but I can't. So...

CREATURE

Can't get your ship out? Have you tried? Have you tried?

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.
 The creature examines it with delight.

LUKE
Give me that!

CREATURE
    (retreating with it)
Mine! Mine! Or I'll help you
 not.

Clutching the lamp, the creature backs away from Luke right into Artoo, who the creature barely recognizes as animate. But as the following exchange takes place,
 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 in 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 "gimme thats."

                               

CREATURE

Mine, mine. Give it back.

        

The creature lets go with one hand and pokes Artoo
 lightly with one finger.

 Artoo reacts big with a squeal, and lets go.

                               

CREATURE
Mine, mine.


LUKE      (fed up)
Okay, Artoo, let him have it. Now get out of here, little fellow, we've got things to do.

                               

CREATURE
No, no! I'll stay and help you
 find your friend.

                               

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

                               

CREATURE

Oh, a Jedi Master. Different
 altogether. Yoda you seek, Yoda.


LUKE
          (surprised and skeptical)

You know the Jedi Master?

CREATURE

Of course, yes. But now eat we
 must. Good food, I have good food. Come, come.



With that, the creature scurries out of the clearing and down a path which is suddenly more apparent than before. Luke looks after him, thinking, then starts
 that way.


ARTOO      (quite upset)
Whistles a blue streak.

LUKE
           (to Artoo)
You'd better stay here and watch 
over the camp.

ARTOO
 Beeps even more frantically. Luke is almost out of sight.  He yells back.



LUKE
Artoo, now settle down... I can
 take care of myself... I'll be
 safe... okay?

The little droid grows quiet as Luke disappears from
 view.




284      EXT BOG TRAIL - DUSK - DAGOBAH

Down the misty trail, the creature moves along alone.



CREATURE
Heh ... safe ... heh ... quite safe (laughs)... yes, of course.




285      EXT VADER'S STAR DESTROYER - SPACE

FULL SHOT - Vader's Imperial Star Destroyer floats against a vast sea of stars.




286      INT VADER'S STAR DESTROYER - VADER'S CHAMBER

Darth Vader stands before a shimmering holographic
 image which slowly comes into focus.  The image is that of SATE PESTAGE, Grand Vizier to His Eminence,
 Emperor.



VADER
Sate Pestage, I would see the Emperor. He commands it.

PESTAGE
I must warn you, Lord Vader,
 The Emperor is in a foul mood.
 He bids you wait. Have you any progress to report?


VADER
The rebel base on Hoth has been destroyed. I am tracking downthe survivors.

PESTAGE
The Emperor will be with you in time.

VADER
I wait at his convenience.




287      EXT IMPERIAL CRUISER - ASTEROID BELT - SPACE

FULL SHOT - Looking down on two medium-sized Imperial
 cruisers moving across the surface, dropping
 bombs which create powerful shock waves centered around blue explosions.




288      EXT IMPERIAL CRUISERS - CRATER - GIANT ASTEROID - SPACE   

The ships move over the crater in which the Millennium 
Falcon is hiding. A faint ball of light emerges from
 the crater as a bomb hits bottom.




289      INT MAIN HOLD AREA - MILLENNIUM FALCON

The ship rattles and vibrates. Threepio is sitting at the main control panel. The flooring and part of the 
ceiling have been removed revealing a section of the 
complex powertrain.  Chewie's head pops upside-down
 out of a bundle of wires in the ceiling. He BARKS.
         Han looks up from where he's working in one of the
 floor compartments. Princess Leia, who is welding
 something nearby, also stops working and looks up at Chewie.



HAN
That was no earthquake.



LEIA
Felt like a hydro concussion... an Imperial Cruiser.

THREEPIO

Oh my, they've found us.


Everyone is quiet for a moment, waiting for a second
.. blast. A very slight vibration is felt.

                               

LEIA
They're moving away.


HAN
They're just trying to see if
 they can stir something up... we're safe.



LEIA
Where have I heard that before?



Han ignores her sarcasm and moves past her, rubbing
 against her in the tight quarters, to continue his
 work. She watches him for a moment, then goes back
 to her welding. Threepio whistles and beeps into the
 control panel in front of him and the control panel
         whistles back.



THREEPIO

Where is Artoo when I need him? I don't know where your ship learned to communicate, but its
 dialect leaves something to be
 desired. It says the power
 coupling on the negative axis has
 been polarized.  You'll have to
 replace it, I'm afraid.



Chewie barks his understanding and
 returns to his wires. Leia finishes welding the valve she's been working on.
 She attempts to reengage the system by pulling on a
 lever attached to the valve. It doesn't budge. Han notices her struggle, and moves to help her. She
 rebuffs him.

HAN
Easy, your worship. 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. I guess I make it difficult
 sometimes.

LEIA
Yes, you do.

HAN
You could be a touch warmer,
 though
(he watches her reaction)
Admit it, against your better judgment you think I'm all right.


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


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



HAN          (laughs)
That's quite a compliment.

With that, Han takes her hand, turns it over and presses
 his lips into her palm.



LEIA
Stop that.

HAN
Why?

Leia is flushed, confused.

LEIA
My hands are dirty.

Han kisses her hand again. Leia yanks it away and
 steps back. She can only move a few feet in the cramped
 space, but Han does not follow her.


HAN
What are you afraid of?

LEIA
Afraid of? Certainly not you
 Captain Solo... or any other man in this galaxy. 

Han looks at her with a piercing look. He's never
 looked handsomer, 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
Then why are you 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 know what I think?  I think
 you like me because I'm a scoundrel. I think you haven't run into enough scoundrels in your life.



Leia is now very close and the following exchange takes
 place as their faces draw even nearer. Leia's voice is
 and excited whisper, in complete opposition to what she's
 saying.

                               

LEIA
Don't count on it. I happen to
 like nice men.



HAN

Sure, they're safer. You always
 know what they're going to do.
 Trouble is, it gets a little dull.

LEIA
There's nothing dull about a man I can depend on to be civilized.



HAN
You mean a man you can control.

LEIA

I do not!

HAN
Try and control this...

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.

LEIA
You're wrong... This isn't what...
(he begins to kiss her again)
...not what I.... want....

His mouth stops her. A swimming giddiness spins her around until, before she knows it, she is kissing him
 back. Finally, Han breaks the kiss and looks at her.
 They stand there for a moment looking at each other.
 Leia is totally, frantically confused by her feelings.
 First with her eyes, then with her body, she withdraws,
 detaches from Han. She slips from his arms and hurries
 from the cabin.

 Han stares after her thoughtfully, then turns his
 attention to the stuck lever. He gives it a confident,
 mighty pull.  It doesn't budge.



HAN
Chewie!  Gimme a hand with this.




290      EXT BOG - EDGE OF SWAMP CAMP - DUSK

A slight breeze moves the fog around in swirls. Artoo
 is all alone. The swamp had become even more foreboding. A light slapping sound can be heard across the water. The tiny droid's head zips around looking
 for danger in every direction. He feels very alone,
 and attempts to warm several of his utility arms in front of the thermal heater. He whimpers a nervous little whistle.




291      EXT BOG MEADOW - CREATURE'S HOUSE - DUSK

The gnarled trees thin out around a small moss-covered
 knoll where a strange, baroque mud house is built.  The
 small, gnomish structure radiates a warm glow from its
 thick- glassed windows.




292      INT CREATURE HOUSE

The inside of the house is very plain, but cozy.  Everything is in the same scale as the creature. The only
 thing out of place in the miniature room is Luke, who
 is cramped by the four foot ceiling. He sits crosslegged on the floor of the living room.

 The creature is in an adjoining area, which serves as the kitchen, cooking up some incredible meal. The stove
         is a steaming hodgepodge of pots and pans. The wizened little creature 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
...I told you, I'm not hungry.


CREATURE

Patience. It's time to eat.


LUKE
Look, it smells good. I'm sure
 it's delicious, but I don't know why we can't see Yoda now.

                               

CREATURE

It's the Jedi's time to eat, too.


LUKE
Will it take long to get there?
 How far away is he?


CREATURE
Not far, not far. Be patient.
 Soon you will see him. Why wish you become a Jedi?

                               

LUKE
Because of my father, I guess.

CREATURE
        (placing food on the table)

Oh, your father... a powerful
 Jedi was he, powerful Jedi.



LUKE
           (a little angry)

How could you know my father?
 You don't even know who I am.

(fed-up)
Can't we get on with this already?



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



CREATURE
         (irritated)

No good is this. This will not
 do. I cannot teach him. The boy has no patience!

         

Luke's head spins in that direction. He is startled 
to see the shimmering image of Ben Kenobi.



LUKE
Ben!

Ben is focused on the creature. They ignore Luke for
 the moment. The boy is bewildered, but over the next
 few exchanges it dawns on him that the little creature is YODA, the Jedi Master.



BEN
He will learn patience.



YODA

Much anger in him, like in his father.


BEN

We've discussed this before.


LUKE
I can be a Jedi. I'm ready.

Yoda sits across the table from Luke.


YODA
Ready are you? What know you of
 ready? I have trained Jedi for
 800 years. My own counsel I'll keep on who is to be trained.



LUKE
Why not me?



YODA

To become a Jedi takes the deepest
 commitment, the most serious mind.



BEN
He can do it.



YODA      (to Ben, indicating Luke)

This one I have watched a long
 time. All his life has he looked
 away... to the horizon, to the
 sky, to the future. Never his
 mind on where he was, on what he
 was doing. Adventure, excitement...
(turning to Luke)

A Jedi craves not these things!


Luke looks down, knows it's true.


LUKE
I have followed my feelings.

YODA
You are reckless!

BEN
He'll learn.


YODA
He's too old. Yes. Too old to
 start the training.


Luke thinks he hears a tiny softening.

LUKE
But it hasn't been wasted time.
 I've learned much already.
 

Yoda turns his piercing gaze on Luke, as though the
 Jedi Master's huge eyes could somehow determine how much the boy has learned. After a long moment, the little
 creature turns toward Ben, who meets his look evenly and
 seems almost to nod.

                               

YODA
Will he finish what he begins?

BEN
We've come this far... He is our
 only hope.



Yoda concedes with a resigned look and Ben's image 
fades away. Yoda continues to stare at the spot for a
 long time.



LUKE

I will not fail you. I'm not
 afraid.

YODA         (turns slowly toward him)
You will be, my young one. Heh.
 You will be.




293      EXT VADER'S STAR DESTROYER - SPACE

FULL SHOT - Vader's Imperial Star Destroyer floats
 against a vast sea of stars.




294      INT VADER'S STAR DESTROYER - VADER'S CHAMBER

The Dark Lord, Darth Vader, is alone in his chamber. A
 STRANGE SOUND is heard and light begins to play across
 Vader's black figure. He looks up and bows quickly.

 A twelve foot hologram of the GALACTIC EMPEROR material izes before Vader.The Emperor's face cannot be seen,
 for it is shrouded in dark robes with a monk's hood,
 reminiscent of the cloak worn by old Ben Kenobi. His voice is even deeper and more frightening than Vader's.



EMPEROR
You may rise, my servant.
 Vader rises, but he is afraid of his master and continually looks at his feet.

VADER
What is thy bidding, My Master?

EMPEROR
There is a grave disturbance in The Force.

VADER
I have felt it.

EMPEROR
Our situation is most precarious. We have a new enemy who could
 bring about our destruction.



VADER
Our destruction? Who?

EMPEROR
The son of Skywalker. You must
 destroy him... or he will be
 our undoing.



VADER

He's not a Jedi, he's just a boy. Obi-wan could not have taught him
 so much that ...

                               

EMPEROR
You are weak! I have seen it.The Force is strong with him. He must be destroyed.

                               

VADER
But, if he could be turned, he would be a powerful ally.

                               

EMPEROR
     (a long pause)
Yes... yes. That would be a great asset.

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.




295      EXT MILLENNIUM FALCON - ASTEROID CAVE

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




296      INT COCKPIT - MILLENNIUM FALCON

The cockpit is quiet and lit only by the indicator
 lights on the control panel. Princess Leia is sitting
 alone in the pilot's seat. She runs her hand across
 the control panel as she thinks of Han, and the
 confusion he's created within her.

 Something catches her  eye outside the cockpit window.
 With the reflection of the dash lights, it's hard to make out what it is. She moves closer to the glass
 and peers into the gloom. Suddenly, there are two
 large yellow eyes staring back at her. Leia is startled
 and jumps back into her seat, her heart pounding. There
 is a SCURRY of feet and a loud SCREECH, the eyes are
 gone.

 The young Princess catches her breath, jumps out of her
 chair and races from the cockpit.




297      INT MAIN HOLD AREA

The lights go bright for a second, then go out again. Threepio turns to Chewbacca who is looking over his
 shoulder at the control panel. Han finishes with some
 wires.

 

THREEPIO
Everything checks out here. If I might say so, I believe that should do it.


The Wookiee BARKS and turns as Leia rushes into the cabin. Han drops the final floor panel into place.



LEIA
There's something out there!

HAN
Where?

                               

LEIA
Outside, in the cave.

 

There's a sharp BANGING on the hull. Chewie looks up
 and BARKS.



THREEPIO

It sounds like it's trying to get
 in.

HAN
I'm going to see what it is.

LEIA
Are you crazy!



HAN
Look, we just got this bucket
 going again. I'm not about to
 let some varmint tear it apart... 

He grabs a breath mask off a rack and the Wookiee does
 likewise. Leia follows.



LEIA
If there's more than one, you're
 going to need help.

Threepio looks around and sees that he's been deserted.

THREEPIO
But that leaves me here all alone!




298      EXT MILLENNIUM FALCON - ASTEROID CAVE

It is very dark and dank inside the huge asteroid cave.
 Too dark to see what is tearing apart the ship. Chewie BARKS through his face mask, and points over the jutting
 cockpit.  A five foot 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. The black
 shape stumbles, then tumbles off the spaceship and lands
 at the feet of the Princess. She leans over and studies
 the thing.

                               

LEIA
Looks like some kind of Mynock.

HAN        (looking around)

There will be more of them. They
 always travel in groups. And
 there's nothing they like better
 than to attach themselves to ships.
 Just what we need right now.

 

Leia stamps her foot on the floor of the cave.



 LEIA
This asteroid has the strangest consistency... Look at the ground,
 it's not like rock at all.

         

Han kneels and studies the ground, then attempts to
 study the outline of the cave. There is a Mynock screech in the distance.

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



Han unholsters his blaster and fires at the far side
 of the huge cave. Moments later the cavern begins to
 shake and the ground begins to buckle.



HAN
I was afraid of that.

Chew BARKS and starts for the ship. Leia and Han follow 
quickly.




299      INT MILLENNIUM FALCON ENTRY - HOLD AREA

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



HAN

Chewie, fire her up! We're getting out of here.



Threepio and the Wookiee head for the cockpit as Han rushes to the control panel in the hold area and checks the scopes. Leia follows.



LEIA
It's just another tremor. The 
Empire is still out there. I don't think it's safe to...


Han rushes past her and heads for the cockpit.

HAN
There's no time to discuss this in committee.

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

LEIA      (angry)
I am not a committee!




300      INT COCKPIT - MILLENNIUM FALCON - CAVE

Han is already in the pilot's seat pulling back on the throttle. The earthquake begins to stop. Leia enters.

LEIA

Those Star Destroyers will spot us 
long before you can get into light
 speed. You can't make the jump in this asteroid field.

HAN
Strap yourself in, sweetheart, we're 
taking off!

LEIA
But the tremors have stopped.

The ship begins to move forward, the sides of the cave move away. Chewie barks as he notices something out
 the window ahead.




301      INT COCKPIT - MILLENNIUM FALCON - CAVE - POV

INT MILLENNIUM FALCON COCKPIT, POV out window of row of
 jagged white stalagmites and stalactites surrounding
 the entrance. The entrance of the cave is growing 
         smaller.




302      INT COCKPIT - MILLENNIUM FALCON - CAVE

Han pulls hard on the throttle as the ship surges forward.

HAN
I see it Chewie, hang on.

LEIA
The entrance is collapsing!


THREEPIO

We're doomed. Goodbye, Mistress
 Leia.  Goodbye, Captain...

HAN
Not collapsing, honey. It's closing!  This is no cave...

LEIAWhat??

THREEPIO

Oh my, no!


Leia's mouth drops open as the rocks of the cave entrance are revealed to be giant teeth quickly closing
 around the tiny ship. Chewie HOWLS.



HAN
Bank, Chewie!




303      EXT MILLENNIUM FALCON - INT MONSTER MOUTH

FULL SHOT inside monster's mouth as the Millennium
 Falcon rolls on its side and barely makes it between
 two of the monster's teeth before the huge jaw slams
 closed.




304      EXT CAVE ENTRANCE - ASTEROID CRATER

FULL SHOT - The monstrous slug-type creature moves
 its head out of the cave as the Falcon flies out of
 its mouth into relative safety. The monster tilts
 its head as it watches the starship fly away.




305      EXT MILLENNIUM FALCON - GIANT ASTEROID

FULL SHOT - The Falcon races out of the asteroid crater into the deadly rain of the asteroid storm. From
 monster's POV.




306      EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH

Yoda is sitting on a branch high in one of the bog's
 weird trees. His legs straddle the branch and clasped
 in his webbed feet is Luke's laser sword. On the
 ground below, Luke sets himself up and jumps toward Yoda.
 He jumps incredibly well for a human, but it doesn't
 bring him close to his object.




306X  (formerly 310)   EXT BOG CLEARING - SWAMP - DUSK - DAGOBAH

Luke runs through the dense jungle on the last leg of what must have been quite a marathon. Yoda
 rides in a pouch on Luke's back. The young apprentice
 is sweaty and exhausted. He stumbles into the clearing
 where Artoo has been patiently waiting. As Luke is
 about to collapse, Yoda throws a small metal bar in
 front of him. Luke ignites his laser sword and swings 
at it. He missed and the bar falls to the ground.
 Luke does too.



LUKE
         (breathless)
I can't ... Too tired.



YODA
It would be in seven pieces,
 were you a Jedi.

LUKE
           (gasping)

I thought I was in good shape.

YODA
Yes, but by what standard, ask I?  Forget your old measures.
 Unlearn, heh, unlearn.




307X  (formerly 308)   EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH

At the edge of a wide pond, Yoda sits on a log. In his mouth is a Gimer Stick, a short twig with
 three little branches at the far end. Luke is
 nowhere in sight, but now we begin to hear the
 sound of someone crashing through the foliage.
 Suddenly Luke appears on the far side of the pond
 at a run and leaps out toward Yoda. It's an
 extraordinary leap, but he falls short by six feet,
 creating a huge splash, which drenches Yoda and
 his Gimer Stick.




308X   (formerly 307)      EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH

In the bog clearing, Yoda and Luke sit facing two bowling ball-size rocks. Artoo observes from the
  side. Luke stares at the rocks, Yoda stares at
 Luke. Slowly, one of the rocks lifts from the
 ground and floats up to rest on the other. Luke
 smiles with satisfaction and turns to Yoda for
 approval.  The floating rock tumbles off. Artoo
 beeps his review.




309X   (formerly 309)  EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH 

Luke's face is upside-down and showing enormous strain. Soon we see why. He is standing on his hands and Yoda is perched up on Luke's feet. Yoda
 taps Luke's leg. Luke focusing and quickly removes
 one hand.  His body wavers, but he maintains his
 balance.

         Artoo races up to his master whistling and beeping
 like mad. Luke is trying to maintain his balance,
 desperately and finally collapses. Yoda jumps
 clear.

LUKE
           (a little annoyed)

Oh, Artoo, what is it?




310X    (formerly 310) EXT BOG CLEARING - SWAMP - DUSK - DAGOBAH                 

Artoo runs around in circles, chirping frantically, then scoots over to the edge of the swamp
 where the X wing fighter has sunk almost from
 sight.  Luke rushes to the water's edge.



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

 Yoda stamps his foot in irritation.



YODA

So sure are you? Tried have you?
 Always with you it can't be done.
 Hear you nothing that I say?


Luke looks uncertainly out at the ship.

                               

LUKE

Master, moving rocks is one thing,
 but this is a little different.

                               

YODA
              (irritated)

No! No different! The differences
 are in your mind. Throw them out!
 No longer of use are they to you.



LUKE
         (focusing, quietly)
Okay.  I'll give it a try.

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


Luke closes his eyes and tries to think the ship out.




311      EXT SWAMP - X WING FIGHTER - DUSK

The fighter begins to shake a little, but doesn't rise.




312      EXT BOG CLEARING - SWAMP - DUSKLuke tries as hard as he can.

LUKE
I can't. It's too big.

YODA
Size has no meaning. It matters
 not. Look at me. Judge me by my size do you?


Luke shakes his head no.


YODA
And well you shouldn't. For my
 ally is The Force.  And a powerful
 ally it is. All of life feeds it
 and makes it grow. Its energy surrounds us and binds us.  Luminous 
beings are we... 
(Yoda pinches Luke's skin)
...not this crude matter.

(a sweeping gesture)
Feel it you must. Feel the flow.
 Feel The Force around you...
(gesturing)
...Here, between you and I and
 that tree and that rock...

Yoda indicates the vicinity of Artoo, whose head spins
 around looking for The Force.

                               

YODA
...Yes, everywhere, waiting to
 be felt and used... Yes, even
 between this land and that ship!




313      EXT SWAMP - BEACH - X WING FIGHTER - DUSK

With that, Yoda, Jedi master, raises his arm. The
 huge X wing fighter moves magically out of the muddy
 swamp and lands gently on the shore.




314      EXT BOG CLEARING - SWAMP - DUSK

Artoo runs behind some barrels in terror.  Luke is amazed.

LUKE

I don't believe it.

YODA
That is why you fail.



315      EXT VADER'S STAR DESTROYER - SPACE

FULL SHOT - Vader's Imperial Star Destroyer in space
 with Tie Fighters buzzing around.




316      INT VADER'S STAR DESTROYER - BRIDGE - SPACE

INT BRIDGE - Starfield, Tie fighters in background.



Vader stands in the back control area of the bridge with a motley group of men and creatures. Admiral
 Piett and one of his star captains stand at the front of the bridge and watch the group with scorn.



ADMIRAL PIETT

Bounty hunters! Why should he
 bring them into this?  The rebels
 won't escape us...



A CONTROLLER interrupts.

CONTROLLER

Sir, we have a priority signal
 from the Star Destroyer Vengeful.

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;  TUCKUSS 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 proof... no disintegrations.



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


ADMIRAL PIETT
My Lord, we have them!




317      EXT MILLENNIUM FALCON - STAR DESTROYER - ASTEROID BELT

FULL SHOT, asteroid field, of the Millennium Falcon
 followed by a firing Imperial Star Destroyer, head to
 camera. A large asteroid about the same size as the
 Falcon tumbles over camera and toward the Falcon,
 covering it from view. The tiny starship banks to
 miss the giant asteroid as smaller rocks pelt its surface and it roars under camera. The asteroid grows
 small in the distance as it explodes harmlessly on the
 Star Destroyer.




318      INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT

INT COCKPIT, OVER THE SHOULDER, of the asteroid storm
 and flak.




319      INT COCKPIT - MILLENNIUM FALCON - ASTEROID FIELD

The ship shudders as flak explodes near the cockpit
 window. Threepio is watching a tracking scope of the side control panel. Leia watches tensely out the
 window.



THREEPIO

I can see the edge of the asteroid 
field, sir.

HAN
Good. Soon as we're clear, we'll
 kick this baby into hyperdrive.




320      EXT MILLENNIUM FALCON - STAR DESTROYER - SPACE

FULL SHOT - The Millennium Falcon races past camera,
 right to left, followed by the Star Destroyer, firing
 away.




321      INT COCKPIT - MILLENNIUM FALCON - SPACE

Chewie BARKS excitedly as the rain of asteroids begins
 to subside. A bolt from the Star Destroyer creates a
 huge explosion on the back side of the Millennium Falcon.
 The ship lurches to one side.




322      EXT MILLENNIUM FALCON - STAR DESTROYER - SPACE

FULL SHOT - The Falcon going from camera is hit
 by a bolt from the Star Destroyer, creating a huge
 explosion on the back side of the Falcon. The ship
 lurches to one side, then rights itself. End asteroid
 storm.




323      INT COCKPIT - MILLENNIUM FALCON - SPACE

Han corrects the attitude of the ship. Chewie WHINES.



HAN

I'm with you, Chewie. Let's
 vacate the area. Stand-by for light speed.  This time they get
 the surprise. Hang on...




324      INT COCKPIT - MILLENNIUM FALCON - SPACE

INT COCKPIT, OVER THE SHOULDER - Han pulls back on
 the hyperspace throttle and nothing happens. Flak
 bursts continue outside.




325      INT COCKPIT - MILLENNIUM FALCON - SPACE

Han is frantic.

HAN
This isn't fair!

Chewie is very angry and starts to GROWL and BARK at
 his friend and captain. Han desperately pulls back on
 the throttle again.



HAN
         (sheepish on the defensive)

Couldn't be, I checked the transfer
 circuits, just like you said!

(Chewie barks)
I tell you this time it's not my
 fault.  I'm sure I checked it.



LEIA
          (almost expecting it)

No lightspeed?


HAN
It's not my fault.  I can't understand it!

THREEPIO

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



LEIA
Well, what now?



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



HAN

Sharp bank, Chewie. Let's turn
 this bucket around.

(Chewie puzzled, barks)
You heard me, turn around! Full
 power on the front shield.


LEIA
You're going to attack them?!!!


THREEPIO

Sir, if I might point out, the
 odds of surviving a direct assault on an Imperial Star Destroyer are...

Chewie BARKS and the golden droid shuts up.




326      INT COCKPIT - MILLENNIUM FALCON - POV - SPACE

INT COCKPIT, POV of flak, banking as the Falcon makes
 a steep turn.




327      EXT SPACE - MILLENNIUM FALCON - STAR DESTROYER

FULL SHOT - The Falcon races past camera, right to
 left. Pan as the starship does a twisting turn and
 heads back over camera.




328      EXT SPACE - MILLENNIUM FALCON - STAR DESTROYER

FULL SHOT - Moving toward the Star Destroyer as the
 Falcon races over camera and away, becoming very small
 against the massive surface of the Star Destroyer. 




329      EXT MILLENNIUM FALCON - STAR DESTROYER SURFACE - SPACE    

FULL SHOT - TRUCKING with the Falcon across the surface
 of the Star Destroyer as it is bobbing and weaving to
 avoid the numerous flak bursts. The Falcon flies over
 camera.




330      INT IMPERIAL STAR DESTROYER NO. 2 BRIDGE

INT STAR DESTROYER BRIDGE, POV of stars as tiny Falcon heads at camera, stars and window in foreground.

 Lots of excitement on the bridge of the Star Destroyer
 as the tiny spaceship races low across the hull headed
 directly at the huge windows of the bridge area. Alarms
 go off everywhere.


DECK OFFICER

He's coming in too low to hit!

TRACKING OFFICER

We're going to collide!

CAPTAIN NEEDA

Shields up? He's insane!

DECK OFFICER
Look out!




331      INT IMPERIAL STAR DESTROYER NO. 2 - BRIDGE - ANOTHER ANGLE

         

INT BRIDGE, window with the Falcon racing at the
 window as the officers duck. At the last minute, the
 Falcon veers off and out of sight. Stars, all is
 quiet.



CAPTAIN NEEDA

Track them, they may come around
 for another pass.


TRACKING OFFICER

That's strange.



CAPTAIN NEEDA

What is it?



TRACKING OFFICER

The ship doesn't appear on any of
 our scopes.


CAPTAIN NEEDA

It couldn't have disappeared... Could a ship that small have a
 cloaking device?

                               

DECK OFFICER

No, sir... Maybe they went into light speed at the last minute.



CAPTAIN NEEDA
Then why did they attack? They
 could have gone into hyperspace
 when they cleared the asteroid field.



TRACKING OFFICER
Well, there's no trace of them,
 sir, no matter how they did it.
 The only logical explanation is
 that they went into lightspeed...

DECK OFFICER

Sir, Lord Vader demands an update
 on the pursuit... What should
 he be told?

 

The captain looks at his aide with a resigned expression.

CAPTAIN NEEDA

I am responsible for this. Get
 the shuttle ready. When we rendezvous
 with Lord Vader, I will apologize to
 him myself... Turn around and
 scan the area one more time.




332      EXT SWAMP - BOG - DUSK

Luke lies motionless in the mud with Artoo leaning
 over him.  Two glowing balls about the size of baseballs hover above them like mosquitoes and occasionally
 the angry Artoo swats at them; they move just out of
 the stubby droid's reach.  Artoo whistles to his master
         several times, but gets no response. Artoo turns toward
 Yoda, who is sitting quietly nearby chewing on his Gimer
 Stick, and begins to furiously beep and scold the little
 Jedi Master.

 Artoo turns back to Luke. A small metal electrode
 projects out of Artoo and rests on Luke's chest.
 There is a concerned whistle from the droid, a short
 electronic yap, and Luke jumps awake with a start. The
 young Jedi shakes his head clear and rubs his shoulder.
 He is very angry; his glare moves between Yoda and the
 two glowing balls.



YODA
         (jovial)
Concentration.  Heh?  Concentration.

LUKE
          (angry)

I thought those seekers were set
 for stun!



YODA
That they are.



LUKE
They're a lot stronger than I'm used to.



YODA 
That would matter not were The
 Force flowing through you. Higher  you'd jump! Faster you'd move!
 Open yourself to The Force you must.


Artoo scoots away as the fed-up Luke grabs his laser
 sword from the mud, ignites it and jumps up.



LUKE
I'm open to it now! I feel it. Come on you little flying blasters!



 As he moves toward the hovering balls with a poised
 saber and ferocious look, they draw away, retreating
 to the area around Yoda's head.

YODA
No, no. This will not do. Anger
 is what you feel.



LUKE
But I feel The Force flowing!

YODA
Anger, fear, aggression! The dark
 side of The Force are they.  Easily
 they flow... quick to join you in
 a fight.  Beware, beware, beware of
 them. A heavy price is paid for the
 power they bring.


Luke lowers his light saber, confused.



LUKE
Price? What do you mean?


YODA

The dark side beckons. But if
 once start down the dark path,
 forever will it dominate your
                 destiny. Consume you it will...
 as it did Obi-wan's apprentice.


LUKE
Lord Vader... Is the dark side
 stronger?



YODA

No, no. Easier, quicker, more
 seductive.



LUKE

But how am I to know the good
 side from the dark?



YODA
You will know. When you are at peace... calm... passive. A
 Jedi uses The Force for knowledge and defense. Never for attack.



LUKE
But tell me why...

YODA
No! Nothing more will I tell you
 now. Clear your mind of questions
... Quiet now be... at peace...

Luke stops protesting, relaxes his body.



YODA
...Yes... calm...


Luke closes his eyes, tries to clear his thoughts.

YODA
        (soothing)
... passive... Let yourself go...

After a long moment, Yoda makes the tiniest little
 gesture and the two glowing balls near his head race
 toward Luke, firing stun bolts. Luke immediately
 springs to life, but in a lovely, graceful way. He
 moves incredibly fast, deflecting bolts thrown at him
 from all directions, jumping incredibly high.

 The seeker attack stops as suddenly as it started and
         the two balls retreat to either side of Yoda's head.
 Artoo lets out a sigh and shakes his head. Luke grins
 proudly at Yoda who continues to chew away.



YODA
Much progress do you make, young
 one. Stronger do you grow.

Luke is bursting with his achievement as two more
 glowing seekers float into view from behind Yoda's
 back, making a poised line of four above Yoda. Luke's
 grin melts away.




333      EXT VADER'S STAR DESTROYER - SPACE

FULL SHOT - Fleet around Vader's Star Destroyer with
 second Star Destroyer in the foreground.




334      INT VADER'S STAR DESTROYER BRIDGE - CONTROL DECK

The dead body of Captain Needa lies at the feet of
 Darth Vader. Two stormtroopers pick it up and carry
 it quickly away as Admiral Piett and two of his captains
 hurry up to the Dark Lord.


ADMIRAL PIETT

Lord Vader, our ships have completed
 their scan of the area and found
 nothing. The Millennium Falcon
 definitely went into lightspeed.
 It's probably on the other side
 of the galaxy by now.

VADER

Alert all commands.  Calculate every
 possible destination along their
 last known trajectory and disburse
 the fleet to search for them.  Don't
 fail me again, Admiral, I've had
 quite enough!


ADMIRAL PIETT
Yes, My Lord. We'll find them.


The Admiral turns to and aide, a little more worried
 than when he arrived.

                               

ADMIRAL PIETT
Deploy the fleet.




335      EXT IMPERIAL FLEET - SPACE

FULL SHOT - Imperial fleet as Vader's ship moves away with the smaller ships. Into the foreground, from the bottom, comes a huge Star Destroyer which moves into 
the distance.




336      EXT STAR DESTROYER SURFACE - MILLENNIUM FALCON - SPACE    

MED SHOT of Star Destroyer bridge as camera trucks into
 the Millennium Falcon, clinging to the side of the ship.




337      INT COCKPIT - MILLENNIUM FALCON - SPACE

INT FALCON COCKPIT, stars moving slowly.

 Everyone is hanging in their chairs sideways. Threepio
 is shut down. Leia glances at him.

 

LEIA
You could have warned him before
 you shut him off.

                               

HAN

Oh, so sorry! Didn't mean to
 offend your droid. You think
 braking and shutting down in
 that amount of time is easy?

                               

LEIA
I'm still not sure what you've 
accomplished.

                               

HAN
Chewie, check the manual release
 on the landing claws.



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



LEIA
What'd you have in mind for your
 next move?



HAN
        (pointing out window)
The fleet is finally breaking up.
 I'm hoping they'll follow standard
 Imperial procedure and dump their
 garbage before they go into light
 speed.


Leia gets it after a moment. She smiles and pats Hanlike a puppy.



LEIA
Not bad, hot shot, not bad. Then
 what?

HAN
Then we have to find a safe port
 around here. Got any ideas?



LEIA
That depends. Where are we?


HAN
Here... near the Anoat system.

 

Han points to a configuration of small light points
 on a computer map screen on the control panel. Leia slips out of her chair and moves next to the handsome
 pilot. Several systems flash by on the computer screen.



HAN
Funny, I have the feeling I've been in this area before. Let
 me check my logs.



LEIA
You keep logs? My, how organized.

HAN
Well, sometimes... Ah-hah, I
 knew it!  Lando Calrissian.


LEIA
Never heard of that system.


HAN
Lando's not a system, he's a man.
 A gambler, con-artist... all around scoundrel...

(winks at Leia)
...your kind of guy. The system
 is called Bespin.  It's a ways
 from here, but reachable.



LEIA
       (reading from the computer)

A mining colony.


HAN
A Tibanna gas mine. Lando won it
 in a sabacc match, or so he claims.
 Lando and I go way back.



LEIA
Can you trust him?

HAN
No. But he has no love for the
 Empire, that much I know...

Chewie BARKS something on the intercom. Han quickly
 changes his readouts and stretches to look out the
 cockpit window.



HAN
I see it, Chewie, I see it...
 Prepare the manual release.
(turns to Leia)
Here goes nothing, sweetheart.
 

Han leans back in his chair and gives her an inviting
 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 do have them.

HAN
Let `er go, Chewie.




338      EXT IMPERIAL STAR DESTROYER - SPACE

FULL SHOT - Space and Star Destroyer moving slowly
 away from camera. Junk begins to trail out of the
 ship and float over camera as the Falcon tumbles by.
 The Star Destroyer roars and zooms into hyperspace.




339      EXT MILLENNIUM FALCON - JUNK - BOBA FETT SHIP - SPACE

FULL SHOT - Junk over camera. Going away, the Falcon
 starts engines and races off into the distance. The
 junk slowly drifts away. Boba Fett's ship appears in
 the foreground and moves after the Falcon.




340      EXT BOG TRAIL - DUSK

Luke runs through the Bog, jumping incredibly high
 over roots, doing amazing double flips across mud holes,
 racing in and out of the heavy ground fog. Yoda again
 rides on Luke's neck.

 Yoda tosses a silver bar high above Luke, but behind
 him. The young warrior instantly turns and cuts the
 bar into four pieces. Yoda is pleased, but Luke is
 suddenly distracted, wary.



YODA

Four this time! The Force you 
feel.

LUKE
Yes... I also feel danger...
 death. Something's not right.
 

Luke turns to see a huge, tangled, dead black tree.
 It's base is surrounded by a few feet of water. Giant,
 twisted roots form a dark and sinister cave near one
 side. Luke lets Yoda down to the ground. He stares
 at the tree, breathing hard.



LUKE
You brought me here purposely.

Yoda sits on a large root, pulls out his chew stick.



LUKE
I feel cold.

YODA
This tree is strong with the dark
 side of The Force. A servant of
 evil it is. Into it you must go.



LUKE

What's in there?

YODA
Only what you take with you.

Luke looks warily between the tree and Yoda. He ignites
 his light saber and steps into the water.



YODA
Your weapon... you won't need it.

Luke gives the tree a long look, then shakes his head
 "no." Yoda shrugs. Luke wades across the water and
 steps into the darkness of the cave.




341      INT TREE CAVE - DAGOBAH

Luke moves into almost total darkness. It's wet and
 slimy. The young Jedi can barely make out the edge of
 the passage. Suddenly, he is enveloped by a thick
 spider web-like membrane. He thrashes to clear himself
 and cuts through it with his laser sword. When he is
 free of it, he holds the saber out before him. Five
 inches from his face, a beetle the size of Luke's hand
 scurries up the wall to join its mates. Luke draws 
back only a moment, then pushes deeper into the cave.

 The space widens around him, but he can feel that rather
         than see it. His sword casts the only light. Luke
 peers into the darkness. It has become very quiet here.
 There is a long, long beat.

 A loud HISS!  Darth Vader appears across the blackness,
 illuminated by his just-ignited laser sword. Immediately,
 he charges Luke, saber before him. He is upon him in
 seconds, but Luke sidesteps perfectly and slashes at
 Vader with his sword.

 Vader is decapitated. His head and helmet fly 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 stops.  For one instant it sits whole 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.




342      EXT OUTSIDE THE TREE - DUSK

Yoda sits on the root, calmly chewing on his Gimer
 Stick.




343      EXT MILLENNIUM FALCON - BESPIN SYSTEM

FULL SHOT - The powerful pirate starship over camera
 as it heads toward the soft pink planet of Bespin.
 Planet is about 25 per cent of frame - moons.




344      EXT MILLENNIUM FALCON - BESPIN SURFACE

FULL SHOT, TRUCKING - Bespin's surface. It is dawn
 on the gaseous planet. Huge billowing clouds form
 a canyon as the ship banks around them and past camera.




345      EXT MILLENNIUM FALCON - TWIN CARS - CLOUDS - BESPIN

TRUCKING, FULL SHOT of Falcon moving right to left in
 distance as a twin pod cloud car races over camera and
 toward the Falcon.




346      EXT MILLENNIUM FALCON - TWIN CAR - CLOUD CITY - BESPIN

FULL SHOT, TRUCKING with the Falcon coming to camera as
 the cloud car banks in from the right and pulls along
 side on the left. Falcon slowly gains on camera and
 goes overhead.




347      INT COCKPIT - MILLENNIUM FALCON - CLOUDS - BESPIN

SIDE ANGLE

 INT SIDE VIEW from Falcon cockpit of clouds and cloud
 car outside, clouds move left to right. Wookiee in
 foreground. FLAK rocks ships. Chewie barks his
         concern.



HAN (O.S.)

No... I do not have a landing
 permit... my registration is... (static) ...




348      INT COCKPIT - MILLENNIUM FALCON - CLOUDS - BESPIN

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

                               

INTERCOM (O.S.)
Standing by... any aggressive move
 will bring about your destruction.



THREEPIO
Rather touchy, aren't they.

LEIA
I thought you knew this person.


HAN
Well, it's been awhile.

CHEWIE
Barks and growls at his boss.


HAN
That was a long time ago. I'm
 sure he's forgotten all about it,
 and so should you.


INTERCOM (O.S.)
Permission granted to land on
 platform 327... any deviation
 of flight pattern will bring
 about your...

 Han snaps off intercom. He is angry. The giant
 Wookiee turns to Han and grunts. Han turns to the
 worried Princess and her droid.



HAN
He'll help us... We go way back... really. Don't worry.



Leia doesn't look convinced.

LEIA
Who's worried?




349      EXT MILLENNIUM FALCON - CLOUD CAR - CLOUD CITY

FULL SHOT - Camera moves through clouds to reveal the
 city in a long shot. We see the ball at the bottom
 as it bobs in and out of the cloud surface. The cloud
 car and the Falcon pass over camera and head for the
 city.




350      EXT MILLENNIUM FALCON - CLOUD CAR - CLOUD CITY 

PANNING SHOT

 FULL SHOT - Ships come to camera, PAN as they pass
 on left to closer view of city as ships grow small.




351      EXT LANDING PLATFORM - MILLENNIUM FALCON - CITY

HIGH ANGLE - With cloud car near camera and Falcon
 dives into the distance, landing on one of the tiny
 city platforms. Several ships in background.




352      INT CORRIDOR - CLOUD CITY - DAY - BESPIN

LANDO CALRISSIAN, a suave, dashing black man in his
 thirties leads a group of aides and bodyguards toward
 the landing platform. The group, like the other
 citizens of the city, is a motley collection of aliens,
 blacks, humanoids, whites and Orientals. Lando has a
 grim expression on his face as he exits onto the 
 landing platform.




353      EXT LANDING PLATFORM - DOOR OF MILLENNIUM FALCON 

CLOUD CITY - BESPIN

 Han and Leia stand at the open door, armed. Behind
 them stands Chewie, also armed. They survey the scene
 warily. A dawn wind whips at Lando and his troops as
 they march across the narrow bridge leading to the landing platform.



LEIA      (to Han, low)

I don't like this.

HAN
      (uncertain)
It'll be all right. Trust me.

(pause)
And keep your eyes open. You
 wait here.

 

Han walks down the ramp, followed by Chewie. Lando
 has a pleased, proprietory look 
on his face as he
 gazes at the ship, which fades to a neutral look as
 he stops ten feet from Han. The two men eye each
 other carefully.  Lando just shakes his head.

                   

LANDO

Why you slimy, double-crossing
 no-good swindler... am I glad
 to see you.

                               

HAN
         (skeptical)
No hard feelings?


LANDO
Are you kidding?

HAN

I always said you were a gentleman.


LANDO
I'll bet.

The two old friends embrace, laughing and chuckling.



LANDO

How you doing, Chewbacca? Still
 wasting your time with this clown,
 eh?



CHEWIE
Growls a reserved greeting.



LANDO
         (not understanding)
Right.

Leia starts down the ramp, followed by Threepio.
 Lando glances up at her and does a slow take.



LANDO 
Hello! What have we here? Welcome,
 I am Baron Lando Calrissian,
 Administrator of this facility... and who might you be?



LEIA
You may call me Leia.


Lando bows before Leia and kisses her hand.



THREEPIO
And I am See-Threepio, human-cyborg
 relations, at your...


Before Threepio can finish his introduction, Han has
 put his arm around Lando and steered away from Leia,
 back toward the city.

 

HAN
She's traveling with me, Lando
 and I don't intend to gamble her away, so you might as well forget
 she exists.

Lando glances longingly over his shoulder at Leia who
 is following behind the two old friends.



LANDO
That won't be easy, my friend... What brings you here, anyway?


HAN
Repairs...



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

Han smiles, explains over his shoulder to Leia.


HAN
Lando used to own the Falcon. And
 he sometimes forgets that he lost
 it fair and square.

         

Lando concedes this with a little gesture, speaks to
 Leia.



LANDO
That ship saved my life a few
 times. It's the fastest hunk of
 machinery in the galaxy.
 
(to Han)

What's wrong with her?



HAN
Hyperdrive.

LANDO

I'll have my people get to work
 on it right away. Hate the thought
 of the Millennium Falcon without
 her heart.




354      INT CORRIDOR - CLOUD CITY

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



HAN
How's your mining operation going?

LANDO

Not as well as I'd like. We're
 a small outpost and not very selfsufficient. I've had supply
                 problems of every kind and...

(catches Han grinning at him)

What's so funny?


HAN
Nothing. I never would have
 guessed that underneath that
 wild schemer I knew was a responsible leader and businessman... But you wear it well.



Lando is reflective, he looks at Han a moment.


LANDO
Seeing you sure brings back a
 few things...
(shakes his head)

Yeah, I'm responsible these days.
 It's the price of success. And
 you know what, Han, you were
 right all along. It's over-rated.
 

Han and Lando laugh together. As the lagging Threepio
 passes a doorway, he hears the muffled beeping and
 whistling of an R-2 unit.




355      INT SIDE CORRIDOR - CLOUD CITY

Threepio enters the off-shoot corridor.


THREEPIO
Oh, an R-2 unit, I'd almost
 forgotten what they sound like...

 As Threepio is about to reach another doorway, the door
 to the main passage closes behind him. He looks into
 the room.


THREEPIO

Oh my!... Those look like...
 A laserbolt to Threepio's chest sends him flying in 
twenty directions. Smoldering mechanical arms and
 legs bounce off the walls.




356      INT CORRIDOR - CLOUD CITY

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




357      EXT YODA'S BOG (MONTAGE)

Again Yoda sits on the high branch with Luke's laser
 sword clasped in his webbed feet.  Far below, Luke
 sets, then jumps. This time he not only grabs the
 sword but soars an extra couple feet, high enough to
 flash a quick grin at Yoda, eye to eye.




358      EXT YODA'S BOG (MONTAGE)

Luke is standing on one hand again, with Yoda perched
 up on his feet. But now Luke's face shows less strain,
 more concentration. Suddenly, Luke holds his four
 fingers off the ground.  He is balancing on his thumb.




359      EXT BOG - SWAMP - DUSK - DAGOBAH

Artoo is busy washing down the X wing fighter. A powerful stream of water sprays from a nozzle in the
 droid's side, while a hose from his other side trails
 off into the watery swamp.  Luke and Yoda are sitting
 in the camp facing each other. The young warrior's 
eyes are closed.



YODA
Be calm. Through The Force, things
 you will see: other places, other
 thoughts, the future, the past,
 old friends long gone.

BEN'S VOICE

How's the boy doing?

YODA
A most gifted apprentice... if
 concentrate he would!

Luke turns to see the image of Ben fade away.


LUKE
Ben? Ben?



YODA

Free your mind and return he will.

LUKE
My mind fills with so many images.


YODA
Control, control you must learn
 of what you see. Not easy, not
 fast.



LUKE
I see a city in the clouds.

YODA
Bespin.  I see it too... Friends
 you have there, heh? Concentrate
 and see them you will.

                               

LUKE

I see them!... They're in pain...
 they're suffering.



YODA
It is the future you see.

As Luke moans, Artoo stops his work and rushes over to
 his master and starts beeping angrily at Yoda, crowding
 him.



LUKE
Will they die?

YODA
Difficult to see. Always in
 motion is the future... Back
 away, little machine!

 

Yoda lifts his hand towards the pushing droid and
 Artoo lets out a quick shriek of shock and moves away,
 mumbling and looking back at Yoda. Luke has started
 to gather up his things.



LUKE
They're my friends.

YODA
Foreknowledge is helpful, but
 painful sometimes and dangerous
 too. You have far to go in your training.



Luke is stopped cold by Yoda's words. Gloom shrouds
 him as he plops down and Artoo comes over to comfort him.



359X     INT JUNK ROOM - CLOUD CITY - BESPIN

A room piled high with broken or discarded parts.
 Chewie is poking around... seems to find a piece that
 pleases him ... tosses another part away. Moves around
 a large piece, which partially obscures him - he lets 
out a savage growl at what he sees.




360      INT LIVING QUARTERS - CLOUD CITY - DAY - BESPIN

Sunlight pours through the skylight in a large art-deco
 living area onto which four apartments open. Han
 slouches in a lounge chair with his feet on a table.
 He aims his blaster at a glow globe and makes a firing
 sound with his tongue. He turns to see Leia standing
 in the doorway to her apartment. Han is knocked out by the sight. He holsters his
         blaster distractedly as he ogles the radiant Leia. She
 has changed from her cold weather pants and jacket to a
 lovely dress. Her hair is up, tied with ribbons.



LEIA

What are you staring at?

HAN            (ga-ga)
Who's staring?



LEIA
You look silly.

HAN
You look great.

LEIA
       (embarrassed)

Has Threepio turned up yet?

HAN

Huh? Oh. Your droid's been gone
 too long just to be lost. He may
 have gotten into some trouble.
 Chewie went to look for him.
 
(he pats a spot on his lounge)
Come over here. I want to check
 this out.

 

Leia thinks it over a moment, then walks over and
 settles next to Han, who's overjoyed with her apparent
 pliancy. he's about to envelop her when she throws on
 the ice water...



LEIA

I hope Luke made it to the fleet
 all right.


HAN
Luke! I'm sure he's fine. Probably
 sitting around wondering what we're
 doing right now.

Han puts his arm around her. They are ready to kiss.
 The door zaps open. Chewbacca walks in carrying a
 packing case of Threepio, arms and legs hanging
 over the edge. He drops the box on the table.



CHEWIE
Barks at his master.

 

LEIA
What happened?

HAN
He found him in a junk pile...

LEIA
Something's wrong here. Your
 friend Lando is very charming,
 but I don't trust him.



HAN
Well, I do trust him. Lando's
 an old friend. Must have been
 an accident.



LEIA
Chewie, do you think you can repair
 him?

The giant Wookiee has been studying the array of robot
 parts. He looks at the Princess.

                               

CHEWIE

Howls and shrugs his shoulders.


HAN
Why don't we just turn him over to Lando to fix?



LEIA
No thanks.



HAN
Look, sweetheart, I'm not going
 to have you accusing my friend of...

There is a BUZZ and the door slides open revealing
 Lando and a pair of body guards.



LANDO
Sorry, am I interrupting anything?


LEIA
Not really.

LANDO

I must say, your beauty is unparalleled. Truly you belong here
 with us among the clouds.



LEIA
         (icy)
Thanks.

LANDO
Would you care to join me for a
 little refreshment?



Han looks at Lando suspiciously.



CHEWIEBarks at the mention of food.
 Licks his lips.

LANDO

Everyone's invited, of course.

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



LANDO
Having problems with you droid?

Han and Leia exchange a quick glance.

HAN
An accident. Nothing we can't
 handle.

The door slides closed behind them, leaving the battered
 droid on the table.




361      INT CORRIDOR - CLOUD CITY - DAY

Leia walks between Han and Lando as Chewie and the two
 bodyguards follow a short distance behind. Long shafts
 of light pour across the corridor between tall columns.



LANDO
...We are a free station and do
 not fall under the jurisdiction
 of the Empire.



LEIA
You're part of the mining guild
 then?

LANDO
Not actually... Our operation
 is small enough not to be noticed,
  so you might say we're enterprisers.
 Most of our trade is, well... unofficial.




362      EXT VERANDA - CLOUD CITY - DAY

The corridor opens onto a veranda which overlooks the
 spiraled top of the city.
 City Plaza  as Lando and group pass. City in background with several cloud cars flying around.



LEIA
It's a lovely outpost.


LANDO
Yes, we keep pollution down by 
having the power reactor far below
 the city. It's connected by a
 transfer shaft.




363      INT CORRIDOR - CLOUD CITY - DAY

They re-enter the corridor and head for a huge doorway
 at the far end. Chewie begins to sniff something.



CHEWIE

Barks at Han.



HAN

Not now, Chewie. Lando, aren't
 you afraid the Empire might
 discover this little operation
                 and shut you down?



LANDO
That's always been the danger.
 It's loomed like a shadow over
 everything we've built here.  But
 circumstances have developed
 which will insure security. You
 see, I've just made a deal that
 will keep the Empire out of here
 forever...




364      INT DINING ROOM - CLOUD CITY - DAY

The mighty doors to the dining room slide open and
 the group enters the elegant room.  At the far end of
 a huge banquet table sits, Darth Vader. At his side
 and slightly behind him is standing Boba Fett, the
 bounty hunter.  Han gives Lando a mean look.



LANDO
Sorry friend, I had no choice.
 They arrived right before you
 did.



HAN
I'm sorry too.

 

Faster than the wink of an eye, Han has drawn his
 blaster and popped off a couple of quick shots directly
 at Vader. The Dark Lord quickly raises his hand,
 deflecting the bolts into one of the side walls, where
 they explode harmlessly. Just as quickly, Han's weapon
 zips out of his grip and mysteriously flies across the
 room into Vader's hand. The evil presence calmly places
 the gun on the table in front of him.



VADER

I'm glad you could join us. Have
 some nourishment, for it will
 be your last meal.




365      EXT YODA'S BOG (MONTAGE) - DAGOBAH


In the bog clearing, Yoda watches as Luke stares at two
 equipment cases from the supplies of his fighter.
 Artoo watches from nearby. Now the two cases lift into
 the air and exchange places. Luke smiles to himself
 feeling strong and playful. Now he lifts the two
         equipment cases again, plus a bewildered, beeping Artoo,
 who is roughly the same size.




366      EXT YODA'S HOUSE (MONTAGE) - DAGOBAH

Luke is squatting before Yoda's little stove, working
 over a chaos of steaming pots, chopping, stirring and
 sprinkling in a manner strongly reminiscent of Yoda,
 who, by the way, is not around. Suddenly a painful
 vision fills Luke's mind; he winces and stops his
         cooking for a few moments. It passes away, Luke shakes
 it off and goes back to his cooking. After a few long
 beats, behind Luke's back and unseen by him, three of
 Yoda's glowing-ball seekers float quietly into view.
 They pause, then race toward Luke firing stun bolts.
 The young Jedi instantly twists to face them, deflecting all the bolts with the pot lid in his left hand and
 the spoon in his right.




367      EXT YODA'S HOUSE - DUSK - DAGOBAH

It is almost dark... in the woods a tiny light moves
 towards us... finally we see it is Artoo ...he stops
 within sight of Yoda's house. A warm light pours out
 of the house illuminating Luke who is asleep on the
 ground. A blanket lies half-off Luke; Artoo carefully
 pulls it up to fully cover Luke. As Artoo moves away
 Luke begins reacting to a nightmare. He moans, opens his eyes wide and sits up. Yoda comes to the doorway and looks out.



LUKE
         (to Yoda)

I can't keep the vision out of
 my head... My friends... they're
 in trouble... I feel that...

  

Suddenly the shimmering image of Ben Kenobi appears
 before Luke.


BEN
... Luke, you must not go.



LUKE
But Han and Leia will surely die.

BEN
You don't know that. Even I
 cannot see their fate.

LUKE
I can help them!



BEN
You're not ready yet. You still
 have much to learn.

LUKE

I feel The Force.


BEN

But you cannot control it. This
 is a dangerous time for you, Luke.
 You are now most susceptible to
 the temptations of the dark side.



YODA
Yes, yes. To Obi-wan you listen
 young one. The tree. Remember 
your failure at the tree!  Heh?



LUKE
I've learned so much since then. And
 I'll return to finish... I promise
 that, master.



BEN
Will you? You underestimate The
 Emperor. It is you he wants... that
 is why your friends suffer.

LUKE
And that is why I must go.

BEN
Luke, I will not lose you to the Emperor, as I lost Vader.

LUKE
You won't.

BEN
Only a fully trained Jedi Knight,
 with The Force as his ally, will
 conquer Vader and his Emperor.
 If you end your training now, if
 you choose the quick and easy path
... as Vader did... you will
 become an agent of evil... and
 the galaxy will be plunged deeper
 into the abyss of hate, despair
 and pain that you feel your friends
 suffering now.

                               

YODA
Stopped they must be. Do you
 hear?  On this all depends.



BEN
You are the last Jedi, Luke. You
 are our only hope. Be patient.

 

LUKE
And sacrifice Han and Leia?



YODA
If it must be. Yes. 

Luke is in great anguish. He struggles with the
 dilemma, a battle raging in his head. But then
 there is a clearing in his expression, a choice
 made.



LUKE
I cannot. Ben, I must go. Now
 that I can see their suffering,
 I must help...

         

Luke looks for a long moment at Ben and Yoda.  Then
 he turns and starts toward his ship followed by his 
faithful droid. Yoda looks at Ben with a certain
 irritation, but Ben is focusing on Luke. The old
 man's expression is resigned.




367X     EXT X WING FIGHTER - EDGE OF WATER - DUSK - DAGOBAH


The fighter's lights come on. Luke is in the process
 of hoisting a heavy case into the belly of the ship by
 a cable. Artoo is on top of the ship settling down
 into his place. Luke stops what he is doing as Ben
 appears. Yoda steps into the light.



BEN

I cannot protect you, Luke. If
 you choose to face Vader, you 
will do it alone. Once you've made this decision, I cannot
 interfere.

Artoo unfastens power couplings on the ship.



LUKE
I understand.
(to Yoda)

I'll be back, Master Yoda. I
 will finish what I have begun
 I give you my word. Artoo, fire
                 up the power converters.



ARTOO

Whistles a happy reply.


BEN
Luke, use The Force only for
 knowledge and for defense, not
 as a weapon. Don't give in to
 hate or anger or fear... they
 lead the way to the dark side...

Luke nods and climbs back into his ship.

YODA
Strong is Vader. Clouded is
 your fate. Mind what you have learned... Notice everything,
                 everything! It can save you.



LUKE

I will, master, I will!

 

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

                               

YODA
Told you, I did. Reckless is he... Now things are going to worse.



BEN
The boy is our last hope.


YODA

No... there is another.




368      EXT PLANET DAGOBAH - SPACE

FULL SHOT - Luke's tiny X wing rockets to camera, left
 to right, away from the green planet of Dagobah.




369      EXT LUKE'S X WING - SPACE

FULL SHOT - X wing, over camera and into space.




370      INT LARGE CELL - CLOUD CITY - BESPIN
Chewie, huffing and puffing, paces the cell in anger.
 He puts his ear to the wall, hears nothing and goes back to an area where there are four beds. A disassembled Threepio rests on one of the beds. The
 Wookiee picks up the golden droid's head and meditates
         on it a few moments.

 

CHEWIE
Barks a few remarks of a philosophical nature.



Chewie sticks the robot's head on its torso and starts
 adjusting wires and circuits. Suddenly, the lights in
 Threepio's eyes spark to life as Chewie touches two
 connectors together. Threepio immediately begins to
 speak, but his voice is so slow and so low as to be
 unintelligible.

THREEPIO

Immmm-peer-eee-alll-storrr-mmmm-
trooo... 

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

 

THREEPIO

Stormtroopers! Help! Oh, my
 head... Where am I?

 

Chewie barks with glee at the robot's return to life.

THREEPIO

Chewbacca! Watch out, there are
 Imperial Stormtroopers hidden in... Oh no, I've been shot!




371      INT PRISON AREA - CLOUD CITY

The door to another cell slides open and the muffled
 yells of Han Solo become sharp, piercing screams of
 agony and pain. Darth Vader exits the cell and is
 approached by Lando, Lando's aide, and Boba Fett.



VADER

Bounty hunter, if you are waiting
 for your reward, you will wait until I have Skywalker.

                               

BOBA       (a very tough customer)
I am in no hurry, Lord Vader. My
 concern is that Captain Solo not
 be damaged. The reward from
 Jabba the Hutt pays double if
 he's alive.



VADER

His pain is considerable, bounty
 hunter, but he will not be harmed.



LANDO

What about Leia and the Wookiee?



VADER
You will find them well enough.
 But they must never again leave
 this city.



LANDO
That was never mentioned. Neither
 was this bounty hunter taking Han.
 I hope you haven't forgotten our
 bargain.



VADER

I forget nothing, Calrissian.
 Perhaps you think you're being
 treated unfairly.



LANDO
        (glances at his aide)

No.

VADER
Good. It would be most unfortunate
 if I had to leave a permanent
 garrison here.

Vader turns and sweeps into the elevator with Boba Fett.
 Lando turns with his aide and walks swiftly down another
 corridor.



LANDO

This deal's getting worse all
 the time.



AIDE

Maybe you should have argued with
 him.


Lando gives his aide a look that speaks volumes, then
 walks a few steps in silence, thinking.


LANDO
      (finally)
I've got a bad feeling about this.




372      INT LARGE CELL

Chewie now has a little more of Threepio back together.
 One arm is connected, but his legs have yet to be
 attached. There is one small problem, however; it
 appears the Wookiee has managed to put the droid's
 head on backwards.

 

THREEPIO
Well, something's not right because
 now I can't see.

(Chewie barks and
 adjusts a wire)

There now, that's better, wait...
Oh, my. What have you done? I'm
 backwards!  You flea-bitten furball!
 Only an overgrown mophead like you
 would be stupid enough to put my
 head...

Threepio is cut off in mid-sentence as Chewie deactivates a circuit and the droid shuts down. The Wookiee smells
 something and sits up. The door to the chamber slides
 open and a ragged Han Solo is helped into the room by
 two Stormtroopers. The huge Wookiee gives him a
 hug as the Stormtroopers leave. Han is very pale,
 with dark circles under his eyes.



CHEWIE
Barks his concern.

HAN
No, I'm alright. I'm alright.

 

Chewie BARKS again as the door slides open revealing
 Leia. She looks a little worse for war also. The
 troopers shove her into the cell, and the door slides
 closed. Chewie helps her up and over to Han. The
 two lovers embrace, kiss.

                               

HAN
I was worried about you.

LEIA

I'm worried about all of us. I can't figure out what they're up
 to.



HAN

Me either. They had me howling
 on the scan grid, but they never
 asked me any questions.

 

The cell door slides open. Lando and two Bespin troops
 enter.



HAN
Get out of here, Lando!



LANDO

Shut up a minute and listen. I'm
 doing what I can to make this
 easier for you.



HAN

This ought to be good.


LANDO
Vader agreed to turn Leia and
 Chewie over to me. They'll have
 to stay here, but at least they'll
 be safe.



LEIA
What about Han?



LANDO      (to Han)

I didn't know you had a price on
 your head. Vader has given you
 to the bounty hunter.

         

Leia looks with concern to Han.


HAN

You don't know much about much if
 you think Vader won't want us dead
 before this is over.

LANDO
He doesn't want you at all. He's
 after someone named Skywalker.



HAN
Luke? I don't get it.


Leia's mind is racing.

LANDO
Lord Vader has set a trap for
 him and...

LEIA
...we're the bait.

HAN
All this just to get the kid? What's so important about him?



LANDO

Don't ask me, but he's on his 
way.



LEIA
Luke's coming here?

Lando nods. Han's rage peaks.



HAN

You fixed us all pretty good...
(spits it out)
...friend!

Han hauls off and punches Lando. The two friends are
 instantly engaged in a frantic close quarters fight.
 The guards hit Han with their rifle butts and he flies
 across the room. Chewie GROWLS and starts for the
 guards. They point their laser weapons at the Giant
         Wookiee, but Lando stops them.



LANDO

Don't shoot! I've done what I
 can for you. I'm sorry it's not
 better, but I've got my own
 problems.

(turns to leave)

I've already stuck my neck out
 further than I should...


HAN
Yeah, you're a real hero.


Lando and the guards leave. Han wipes the blood from 
his chin as Leia and Chewie help him onto one of the
 bunks.



LEIA
      (dabs at his wound)
You certainly have a way with people.




373      EXT LUKE'S X WING - SPACE - BESPIN SYSTEM

FULL SHOT - X wing, past camera toward Bespin in the 
distance.




374      INT COCKPIT LUKE'S X WING - SPACE - BESPIN SYSTEM

Luke is grim-faced as he pilots his course to Bespin.
 Artoo beeps and whistles to Luke which reads out on
 the scope.

LUKE
Yes, I'm sure Threepio is with them.

(Artoo whistles excitedly)

Just hold on, we'll be there soon.




375      EXT LUKE'S X WING - BESPIN SYSTEM - ARTOO - SPACE

CLOSE-UP side R-2, stars left to right.




376      INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN

Armor-suited Stormtroopers rush about the large chamber,
 which is filled with pipes and chemical tanks. In the
 middle of the room is a square pit housing a hydraulic
 platform.  Darth Vader and Lando stand near the platform.

VADER

The facility is crude, but it
 should suit our needs.



An Aide appears.


AIDE
We have a ship approaching of
 the X wing class.



VADER
Good. Monitor Skywalker's
 progress and allow him to land.
 We'll have the chamber ready 
                 for him shortly.



LANDO

We only use this chamber for
 carbon freezing. If you put him
 in there, it'll kill him.



VADER
 
I think not. But I don't wish
 my prize to be damaged.  We'll 
test it first.

(to a Stormtrooper)
                 
Bring in Captain Solo.


Lando's face registers his dismay.




377      EXT LUKE'S X WING - CLOUD CITY - SPACE

FULL SHOT - X wing, through clouds, side-trucking PAN
 as ship approaches city.




378      INT COCKPIT LUKE'S X WING - BESPIN SYSTEM - SPACE

Luke scans his display panels with concern.

                               

LUKE
          (to Artoo)
\
You haven't picked up any patrol
 ships?


ARTOO
Beeps a "negative" which prints out on a panel.




379      INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN

With Boba Fett in the lead, a squad of Stormtroopers
 bring in Han, Leia and Chewie.  Strapped to Chewie's
 back, with only his head, torso and one arm assembled
 is Threepio.  Threepio's head faces the opposite
 direction from Chewie's and the droid is constantly
         twisting around in a vain effort to see what's happening.  His one attached arm is animate and
 expressive, intermittently pointing, gesturing and
 covering his eyes. The remaining pieces of his body
 are roughly bundled
 to the Wookiee's back.  His legs and other arm
         stick out at odd angles from the pack.

 Vader turns to Boba Fett.

                               

VADER
I'll make your goods easier for
 you to transport.  Put Captain
 Solo in the zero-cold chamber.



BOBA
But the chamber is for power
 goods. What if he doesn't survive?
 This slime is worth a lot to me...

VADER
The Empire will pay for the loss.
 Bring him forward!



LEIA
No!

Chewie lets out a wild HOWL and attacks the Stormtroopers
 surrounding Han. Within seconds many Imperial reinforcements have joined the scuffle. The giant Wookiee is
 clubbed with laser weapons. From the instant of Chewie's
 first move, Threepio is screaming in panic while he tries
 to protect himself with his one arm...



THREEPIO

Wait! What are you doing?... Oh, no... Don't hit me! No! He
 doesn't mean it!... Calm down,
 you hairy fool!... Ouch! I
 didn't do anything...

The Stormtroopers are about to bash Chewie in the face.



HAN
Chewie, no! Stop it, Chewbacca!

Han breaks away from his captors. Vader nods to the guards to let him go and the pirate breaks up the fight.


THREEPIO
Oh, yes... stop, stop. Thank
 heavens...

 Han gives the Wookiee a stern look, then a big hug.



HAN
Save your strength for another time, Chewie, when the odds are
 better.


Han winks at the Wookiee.



CHEWIE
Barks a doleful farewell.

HAN
I'm sure I'll see you again, too.
 Keep well.
(turns to guard)
You'd better chain him until it's
 over.

 In a flash the guards have slipped binders on Chewbacca,
  who is too distraught to protest. Han gives his furry
 friend a final hug and turns to Princess Leia. He takes
 her in his arms and she gives him a passionate kiss.



LEIA

...I love you.  I couldn't tell
 you before, but it's true.

HAN

...just remember that, `cause
 I'll be back...


He sheds his cocky smile and gives her a soft kiss on
 the forehead. Tears roll down Leia's face as she
 watches the dashing pirate walk to the hydraulic platform. Lando, too, watches with anguish.

 Imperial guards position Han on the platform and quickly
 bind his arms and legs. They step back. Han looks one
 final time at his friends and suddenly the platform
 drops. Han disappears into the steaming vat of sub-zero
 cold. Chewie HOWLS. Leia 
turns away in agony. Lando
 winces in sorrow; it makes a life-changing impression on him.

 Instantly, a ladle of fiery liquid moves over the vat,
 tilts and pours, creating a shower of sparks and fluid
 as great as any steel furnace. Chewie has half turned
 away from the sight, giving Threepio a view of the
 procedure.



THREEPIO
They're encasing him in carbonite.
 It's high quality alloy. Much
 better than my own. He should
 be quite well protected... if
 he survived the freezing process.

         

Chewie is in no mood for technical discussions; he
 gives the droid an angry glance.

 A 
huge mechanical tong lifts the metal encased space
 pirate out of the vat and places him before Vader, Boba
 Fett and Lando. Technicians inspect the metal mummy
 with various electronic probes, drilling holes and
 attaching hoses.

TECHNICIAN
He's alive and in perfect hibernation.



VADER
He's all yours, bounty hunter.
 Reset the chamber for Skywalker.



AIDE
He's just landed, My Lord.


VADER
See to it that he finds his way
 here.

LANDO
I'll take what's mine now.

VADER
Take them, but I'm keeping a
 detachment of troops here to
 watch over them.



LANDO
That wasn't the bargain. You
 said the Empire wouldn't interfere
 in--

                               

VADER
I'm altering the bargain. Pray
 I don't alter it any further.

Lando's hand instinctively goes to his throat as he
 turns back to Leia, Chewie and  Threepio.




380      INT CORRIDOR - CLOUD CITY

Luke and Artoo move carefully down the deserted corridor.
 Luke stops as he hears a group of people coming down a
 side hallway. Artoo lets out an excited series of beeps
         and whistles. Luke glares at the tiny droid, who stops
 in his tracks with a feeble squeak.

         Boba Fett enters from a side hallway followed by two guards carrying the encased body of Han Solo and two
 Stormtroopers, who immediately start firing on the
 young warrior. Luke draws his weapon and blasts the
 two stormtroopers before they can get off a second shot.
 The two guards whisk Han into another hallway as Boba
 lowers his arm and fires a deadly laser at Luke, which
 explodes to one side.




381      INT SIDE HALLWAY - CLOUD CITY - DAY

By the time Luke reaches the side hallway, Boba, Han
 and the guards are gone. A thick metal door blocks
 the passage. Luke turns to see Leia, Chewie, Threepio,
 and Lando being herded away by several other Stormtroopers down a second hallway.



LUKE
Leia!



LEIA
Luke, no!  It's a trap.


Before she can finish, the group turns a corner and
 is gone. Luke races after them, leaving little Artoo
 trailing behind.




382      INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN

Luke runs into the zero-cold chamber and stops for a
 second to get his bearings. Leia and the others are
 nowhere in sight. Behind Luke, Artoo is whistling
 down the corridor to the chamber when a giant metal
 door comes slamming down with a loud CLANG (seemingly
         on top of the stubby droid), cutting off Luke's exit.
 Several more doors CLANG shut, echoing through the
 chamber.




383      INT HALLWAY LEADING TO CHAMBER - CLOUD CITY - BESPIN

Artoo is standing with his nose up against the giant
 metal door. He whistles a long sigh of relief and,
 a little dazed, wanders off in the other direction.




384      INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN

Luke searches the complex chamber for any sign of an
 enemy. There is nothing. He walks forward toward the
 hydraulic platform, then stops, holstering his gun.



LUKE
I know you're with me, Lord Vader,
 I can feel your presence. Show
 yourself, or do you fear me?

 

Vader steps into view behind Luke. the young Jedi
 turns instantly to face his opponent.

                               

VADER
The Force is with you young Skywalker,
 but you are not a Jedi yet.




385      INT CORRIDOR - CLOUD CITY - BESPIN - DAY

Leia, Lando, Chewie and Threepio march along between
 four Stormtroopers. They reach an intersection where
 a dozen of Lando's guards are standing at attention. Lando stops before the sergeant of the guard.

LANDO
Code force seven.

The guards immediately aim their weapons at the startled
 Stormtroopers. The sergeant takes the Stormtroopers
 weapons from them, handing one to Lando, the others to
         Chewie and Leia. They release Chewie's binders.

LANDO
Hold them in the north tower.
 Quietly! No one must know.



Lando's guards march the Stormtroopers away.



LEIA
What's going on?

                               

LANDO
I'm coming over to your side,
 that's what. And I have a feeling
 I'm making a big mistake.

                               

LEIA
And when do you betray us again?


Lando has to take another look at this broad. She
 doesn't seem very appreciative.



LANDO

Look, I stand to lose everything
 by this.


LEIA

We have no use for your kind.

LANDO

This is no time to be choosy,
 honey. What do you say we debate
 this later? There's still a
                 chance I can get you out of here.



CHEWIE

Barks a blue streak.


LANDO

What's wrong with him?



THREEPIO
       (Very worried)

Oh my. Oh no. He's not interested
 in escape.  He wants to go after
 Captain Solo... Artoo!!

         

In the distance, down a long hallway in the direction
 that Threepio is facing, a familiar whistling can be heard. Artoo appears and zips up toward the group.
 Chewie turns to see the stubby droid, causing Threepio
 to be spun away from his little friend.

                               

THREEPIO

Wait! Where'd he go? Turn
 around, you woolly... Ah, Artoo!

 

Artoo has managed to get under Threepio.


ARTOO

Beeps a wild series of exclamations
 about his friend's condition.

                               

THREEPIO
Don't ask.

LEIA
Chewie's right. We must try to
 save Han.

                               

LANDO      (thinking fast)
There's not much chance, but the
 bounty hunter's ship is on the East Landing Platform.

         

Lando leads the others quickly down a hall.

ARTOO

Beeps wildly.

THREEPIO
I'm afraid Lord Vader has Master
 Luke. There's no hope of saving him.




386      INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN

Vader ignites his powerful light saber. Luke takes a
 step back and one foot rests on the cold chamber platform. He lights his laser sword and sets himself to
 face the Dark Lord.

                               

VADER
The fear does not reach you. You
 have learned more than I anticipated.



LUKE
You'll find I'm full of surprises.

VADER
And I too.

Vader brings his mighty sword down on Luke, who deftly blocks the attack, but moves another step back in the
 process. He is now standing squarely on the hydraulic 
platform.

                               

VADER
Your future lies with us, Skywalker. Now you will embrace the dark side.
 Obi-wan knew this to be true.

LUKE
No!

VADER
There is much Obi-wan did not tell you. Come, The Emperor will
 complete your training.

                               

LUKE

I'll die first.

VADER

That won't be necessary.

With that, there is a slight rumble and the hydraulic
 platform disappears into the vat of freezing steam,
 which rises to obscure Vader's vision.  He looks down
 into the steam.



VADER

All too easy. Perhaps you are 
 not as strong as The Emperor
 thought.



LUKE (OS)
Time will tell.

Vader looks up in surprise to see that Luke has leapt
 fifteen feet straight up and is now hanging from some
 of the hoses on the carbonite ladle. Luke yanks one of
 the hoses loose and swings to safety on the far side of
 the platform. Vader moves toward Luke with overwhelming
 menace, his laser sword flaring.



VADER

Your agility is impressive. Let's see what other skills you've learned.


A section of pipe tears loose from the wall and flies toward Luke. Luke cuts it into five pieces, which
 bounce around the chamber.



VADER

I feel it now... your fear, your anger. Good. Let The Force flow.
 Hate me. I'm the one who destroyed
 your family.



Cases, tools, bits of pipe begin to fly at Luke. He
 cuts down or deflects them, but is driven back by their
 onslaught.

VADER
Attack. Take your revenge.
 Destroy me.

 

Luke looks around for a means of escape. There is
 only one ... a round tunnel with pipes and conduit
 running through it. He makes his way for it as Vader
 continues to hurtle objects at him.



VADER
There is no escape. You will use
 the dark side of The Force... or
 perish. Let your hate flow and
 save yourself.

         

Luke backs into the tunnel followed by Vader.




387      EXT BOBA'S SHIP - EAST LANDING PLATFORM

Imperial Stormtroopers slide Han's encased body into
 an opening in the side of the bounty hunter's ship.
 Boba climbs aboard on a ladder next to the side opening.



BOBA
Seal it.




388      EXT EAST LANDING PLATFORM - SIDE BAY

An elevator slides open and Lando, Leia and Chewbacca
 race for a large bay overlooking the East Landing
 Platform.




389      EXT EAST LANDING PLATFORM - CLOUD CITY

FULL SHOT, INT EAST LANDING PLATFORM - Boba Fett's ship takes off against cloud sky at sunset.




390      EXT EAST LANDING PLATFORM - SIDE BAY

Chewie HOWLS and starts firing at the ship.

LANDO

It's no use, they're out of range.



THREEPIO

Oh my, no!

A laser bolt explodes near the Princess and everyone
 turns to see what Threepio has already spotted coming
 from the other direction: a squad of Stormtroopers
 running toward them. Artoo peeks out from the elevator.



LANDO
Come on, let's move!



         Leia and Chewbacca start firing at the troopers as
 Lando makes a break for the elevator. Laser bolts
 continue to explode around the Princess and the Wookiee,
 but they refuse to budge. Lando sticks his head out of
 the elevator and motions for the pair to run.  But they
 barely notice. They seem possessed, transported, as
 all the frustration of captivity and anger of loss pour
 out through their death-dealing weapons. Threepio,
 at the center of all this, is frantic.



THREEPIO
Artoo, help me! How did I get
 into this?... What a fate worse
 than death is to be strapped to
 the back of a Wookiee!

LANDO

Get in here! Now! Both of you,
 hurry up!

Reluctantly, Leia and Chewbacca move through the rain
 of laserfire toward the elevator.  Once they're inside,
 the door slams shut and the Stormtroopers race forward.




391      INT ELEVATOR - CLOUD CITY - BESPIN

Leia is out of breath as the levels slowly pass outside
 the translucent windows. Lando watches the display panel.



LANDO
You're nuts!

THREEPIO

With all respect, I'm tempted to agree...

LEIA
We should have stayed and finished
 them off

CHEWIE
Barks his agreement.

LANDO
You two almost signed off out there.



THREEPIO

Three!  I count three of us...

LEIA
I don't care. It would've been
 worth it... for Han.

CHEWIE

Barks his "right on!"


LANDO

Very noble. Not smart, but noble

LEIA
You've probably never done an honorable thing in your life.



LANDO

Sure I did... once. It turned
 out lousy.



LEIA
What chance have we got in here?
 What are we going to do when they cut...

         

Suddenly, the elevator stops with a jolt and the main lights go out, leaving only the running lights.


LEIA
...the power?

CHEWIE

Howls.

ARTOO

Whistles.




392      INT REACTOR CONTROL STATION

Vader's powerful thrust and parry continues as Luke is
 forced back into the cluttered control area of the
 monstrous reactor that powers the city. Luke is
 obviously outmatched by the powerful Dark Lord of the
 Sith; he must struggle to avoid Vader's slashing sword.
         The laser weapon cuts through pipes and wires, causing
 steam, fluid and sparks to fly everywhere.

 Luke moves behind a tall storage case, which is neatly
 cut in two by one of Vader's blows. Several electronic
 tools sitting on the control panel fly at Luke. He
 manages to deflect the projectiles and, at the same
 time, hold off his awesome opponent.  But he is battered
 cut in several places, tired and somewhat dazed. He
 stumbles and can't catch his breath.



VADER
You are beaten. It is useless to resist.

Luke lunges at Vader and attempts to put the Dark Lord
 on the defensive. He succeeds in nicking the giant warrior on the shoulder. Vader reacts, but is quite unhurt.



VADER

Don't let yourself be destroyed
 as Obi-wan did.
 Luke is breathing hard but the mention of Ben has a
 curious effect on him. He stands motionless for a
 moment, thinking. He closes his eyes.



LUKE
         (to himself)
Knowledge and defense.


A calm comes over Luke, as Vader raises his sword and
 starts another attack. Using The Force, Vader hurtles
 large objects at Luke, but the boy deflects them with
 the good side of The Force.

 Luke is backed up against a large round window. It
 overlooks a narrow scaffold and, beyond, an awesome
 abyss that drops away to the glowing reactor many miles
 below.



VADER
 
You will join me, or you will
 join Obi-wan in death!


A large tool case rises and speeds toward Luke. He
 deflects it slightly, and it smashes through the
 window creating a massive rush of air. The gust knocks
 Luke off balance and sends him flying out the window
 after the tool case.




393      INT ELEVATOR SHAFT

Lando climbs into the dimly lit elevator shaft from a
 door in the top of the elevator. There is no cable,
 but a great deal of mechanical and electronic gadgetry.
 Leia and Chewie can be seen inside the elevator looking
 at him. Lando fiddles with several large braking
 devices and then starts banging one with his weapon.



LEIA
You'd better know what you're doing, or this is going to get very messy.


LANDO
         (completely dumbfounded)

Don't worry about a thing. I'll
 get us going.




394      INT ELEVATOR

Artoo has found a computer outlet in the side of the
 elevator control panel.  Beeping and whistling madly,
 he inserts his control arm in the socket.

 

THREEPIO

Artoo can release the brakes
 through the central controls.


Lando pops his head in as a loud clanking echoes
 through the shaft.



LANDO
Then do it! They're breaking in!

ARTOO
Beeps a snappy okay.


With a jolt, the brakes release and the elevator
 rockets into oblivion. Leia, Chewie and Threepio are
 smashed to the ceiling.




395      INT ELEVATOR SHAFT 

Elevator races away from camera with Lando hanging on
 the back.



LANDO 
Reverse! Stop it! Stop!




396      INT ELEVATOR

Artoo whistles madly, but the elevator doesn't stop.


THREEPIO
Oh my, he's lost contact.




397      INT ELEVATOR SHAFT

Lando manages to hang on with one hand and fire his laser pistol at the huge brake with the other. A
 direct hit and the brake snaps closed, stopping the
 elevator instantly with a loud, horrible SCREECH.




398      INT GANTRY OUTSIDE CONTROL ROOM - REACTOR SHAFT

The shaft is noisy with wind. Then, the wind stops
 and all that can be heard is the echoing footsteps of
 the Dark Lord. A haggard Luke is dangling over the
 abyss, struggling to climb back on to the gantry
 before Vader arrives.  He still holds his light saber
 as he hoists himself back onto the metal walkway.

 Vader brings his sword down before Luke can stand, but
 the young Jedi manages to block the blow.  He scrambles
 backwards down the ramp, with Vader following, slashing
 at the youth. In the distance, the muted roar of the
         wind blast can be heard getting ever closer, until the
 two warriors are engulfed in blast of wind that almost
 knocks them off the gantry. Luke manages to stand in
 the wind and return Vader's powerful blows. The two
 battle furiously along the gantry. Vader cuts away
         part of the railing that Luke is holding. Luke notices
 with awe as the railing is lifted by the wind. He
 lets go and the metal floats away.

 The wind stops and the fighting becomes even more
 intense. The deadly buzz of the laser swords reverberates through the vast power shaft.  An alarm sounds
 and the public address system inside the control room
 crackles.

                               

ADDRESS SYSTEM
Fugitives heading for transport
 Platform Southwest-One. Secure
 all transport.

 

VADER
Your friends may escape, but you
 are doomed.



LUKE

Not yet.
Luke slashes at Vader again, renewing the fight.
 Luke's sword whistles past Vader and the young warrior
 is thrown off balance, his guard down. Vader's light
 saber flashes out with deadly skill and cuts Luke,
 almost forcing him over the edge. He can barely stand.
 He wipes the tears from his eyes, but still can barely 
focus on his massive opponent.




399      INT CORRIDOR LEADING TO LANDING PLATFORM - BESPIN

The Millennium Falcon can be seen for a moment before
 the main door leading to the landing platform slams
 shut. Leia, Lando, Chewie and the droids round a corner.
 They duck into the alcove at the main door just as
 Stormtroopers arrive at both ends of the hall and start
 firing. The band of rebels squeeze into the little
 alcove as a rain of laser bolts stream past and explode
 around them. Chewie blasts away at the Stormtroopers.
 Leia punches buttons on the door's control panel.


LEIA

We've got to find Luke.


LANDO

His fate is sealed. You'll be
 lucky to get out yourself. All
 systems are on alert. Everything's
                 locked.



THREEPIO

Artoo! The control panel. You
 can override the alert system.

 

Threepio points to a computer socket on the control panel. Little Artoo beeps and scoots over to the 
panel and sticks his computer arm into the socket.

 

ARTOO

A short beep turns into a wild
 scream!


Artoo's circuits light up, his head spins around wildly
 and he begins to smoke. Lando pulls him away.



ARTOO
          (cooling away)

Lets out a few wilted beeps.


THREEPIO
Well, next time you pay more
 attention. I'm not supposed to
 know power sockets from computer
 feeds, I'm an interpreter...

LEIA
        (firing at the Stormtroopers)
Anybody else got any ideas?




400      INT GANTRY OUTSIDE CONTROL ROOM - REACTOR SHAFT - BESPIN  

The guard rail has been cut to ribbons. Luke has been
 driven to the edge of the jutting platform; he is
 ready to collapse under Vader's powerful blows. A
 continual rain of sparks showers down on the young
 warrior from a severed power cable on the instrument
 stand.  The noise of clashing laser swords is now
 covered by the roar of wind working its way up the
 shaft. Luke almost loses his balance and goes over the
 edge, but the wind props him up enough for him to
 regain his balance. He attacks Vader again, with a
 vengeance, using his last reserves of strength. The wind fades away again.


VADER
The Force runs strong in the
 Skywalker line. You will achieve
 great power... Come, join with me! Together we will be the most 
powerful... even stronger than
 The Emperor.



(INSERT B - DIALOGUE ADDED HERE)


LUKE
No!... Never...

Luke starts backing away from Vader, his strength
 gone at last.



VADER

There is no escape. You must
 join me or die. Don't make me
 destroy you here... The Emperor
 is strong with The Force. But
 if you join me, together we could
 overthrow Him.  Do not resist.
 It is our destiny!



LUKE

Never.


Luke lunges for Vader with his laser sword, but misses.
 He stumbles to the other side of the platform. In the
 distance, the wind can be heard working its way up the
 long shaft. Luke is out of breath, exhausted, bleeding.
 He hears the wind rising and gives Vader a long, hard
 look.

LUKE
Never!

Luke staggers to the edge of the platform and jumps off into the endless abyss. Vader rages in disbelief.


VADER
No!

The Dark Lord looks over the platform and sees Luke
 falling far below. The wind begins to blow at Vader's
 cape and the torrent finally forces him back, away from
 the edge. He looks out and sees Luke floating upward
 past him with the force of the wind.

 Spread eagle, skydiver-style, Luke attempts to maneuver
 himself closer to the side of the shaft.  He has hooked
 his laser sword to his belt.  The wind begins to fade
 and the wounded Jedi begins to fall fast, unable to
 grab onto anything.




401      INT - SHAFT - SMALL EXHAUST PIPE 

Suddenly, Luke is sucked into a small exhaust pipe in
 the side of the shaft. Vader sees this.  He turns and
 hurries off the platform.




402      INT EXHAUST PIPE

TRUCKING FULL SHOT as Luke tumbles through the exhaust
 pipe.




403      EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK

Luke is spit out of the exhaust pipe on the underside
 of the city. He manages to grab a protruding weather
 vane at the exterior mouth of the pipe.




404      EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK

FULL SHOT - Luke hanging on weather vane on bottom of
 the city.
 Dangling helplessly above the awesome cloud sea hundreds
 of miles below, he struggles in vain to pull himself
         to safety. Finally, he closes his eyes and begins to 
concentrate.



LUKE
Leia, Leia... Leia, I need you.

 

Luke swings in the gentle breeze of the cloud planet.




405      INT CORRIDOR LEADING TO LANDING PLATFORM

Artoo has dismantled the control panel next to the service door and is working with the wires. His work
 has enabled Lando to hook into the public address
 system. Now he yells into a microphone over the din of
 the continuing battle with the Stormtroopers.



LANDO
This is Baron Calrissian. The
 Empire is taking control of the
 city. Evacuate immediately.
                 Leave before more Imperial troops
 arrive.

 

An explosion hits nearby. Artoo touches two wires
 together and the door slides open.  Artoo whistles.
 Lando, Chewie, Leia and Threepio are ecstatically surprised.



THREEPIO

Artoo, you did it! I never
 doubted you for a second...


LEIA
Let's go.



Artoo lays down a cloud of fog, obscuring everything,
 as the group dashes outside.




406      EXT LANDING PLATFORM - CLOUD CITY - DUSK

The group races for the Millennium Falcon as Stormtroopers reach the main door.  Lando and Leia hold off 
the troops as Chewie and the droids get on board. Chewie starts up the ship.  As the giant engines start
 to whine, Lando and Leia jump on board.




407      EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK

MED SHOT - Luke hanging on weather vane on bottom of
 the city. He has attained a better position on the
 weather vane and managed to hook one of his legs around
 the fragile instrument.


LUKE
Leia... Leia...

There is an ominous CRACKING sound from the base of
 the weather vane and a piece breaks off, falling into
 the clouds far below.  A rush of air is constantly
 blowing from the pipe.




408      INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY - DUSK

Chewie pulls back on the controls as Leia and Lando
 make their way into the cabin. Lando sits in the
 co-pilot's seat. Leia sits next to one of the control
 panels. Suddenly, Leia seems to hear something. She
 turns to Lando with a quizzical look.


LEIA
What'd you say?


LANDO
I didn't say anything?

Leia shrugs and turns back to Chewie.




409      EXT LANDING PLATFORM - CLOUD CITY - DUSK

The Millennium Falcon lifts gracefully into the twilight
 sky as the squad of Stormtroopers vainly fires away.



STORMTROOPER
Save your fire, the patrol ships
 will get them.




410      EXT LANDING PLATFORM - CLOUD CITY - HIGH ANGLE - DUSK

FULL SHOT - Looking down on the landing platform as Falcon
 roars up and away past camera at dusk.




411      INT COCKPIT - MILLENNIUM FALCON - CLOUD CANYON

INT COCKPIT, SIDE as Falcon moves through cloud canyon.




412      EXT BOTTOM OF CITY EXHAUST PIPE - DUSK

MED SHOT of Luke dangling from weather vane.

 The weather vane makes another terrifying CRACK and
 lurches a little more to one side.  Luke is so weary
 and in such pain, he almost doesn't notice. He is concentrating on The Force.



LUKE
Leia, help. Please, Leia. Hear me.




413      INT COCKPIT - MILLENNIUM FALCON - CLOUDS - POV

OVER THE SHOULDER POV of cloud through cockpit window
 in Millennium Falcon.




414      INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY - DUSK

Leia seems to be lost in a fog, her expression troubled.
 Everyone else is busy operating the ship.

                               

LANDO

I knew that set-up was too good to last... I'm going to miss it.



LEIA
Luke!



LANDO
What?



LEIA
 
Luke needs help. We must go back

CHEWIE
Barks his consternation.

LEIA
Chewie, head for the bottom of
 the city.



LANDO
Three patrol ships are heading 
 our way.



CHEWIE
Barks an argument and shakes his
 head.



LEIA
No argument, just do it.  That's 
 a command!



LANDO
Wait a minute. We're not going
 back there.



CHEWIE

Turns on Lando, the newcomer, with an ominous growl.



LANDO
Okay, okay.




415      EXT MILLENNIUM FALCON - CLOUD CITY - BESPIN - DUSK

FULL SHOT TRUCKING of the Falcon making a graceful
 banking turn over camera.  Clouds at dusk.




416      EXT MILLENNIUM FALCON - UNDERSIDE CLOUD CITY - DUSK

FULL SHOT as Falcon dives to the underside of the
 floating city.




417      INT MILLENNIUM FALCON - HOLD

Artoo is busy trying to re-assemble his friend Threepio.
 He adjusts the connections to the golden droid's second arm.

                               

ARTOO
Beeps some news.



THREEPIO

Turning around? Oh, no!  I knew
 we'd never escape ...




418      EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK

FULL SHOT - Luke on weather vane.  He is almost unconscious, but he hears the familiar whine of the approaching
  Millennium Falcon. As his body shifts, the weather vane
         breaks, sending Luke tumbling.




419      INT COCKPIT - CLOUD CITY UNDERSIDE - DUSK

Leia tries to remain calm in the midst of everyone's
 amazement.



LANDO
Someone's falling.



LEIA
It's Luke. Get under him. Slow
 down. Easy Chewie. Line up your 
tracking system. Lando, open the
 hatch.




420      INT COCKPIT - MILLENNIUM FALCON - POV

POV out Falcon cockpit window as Luke falls into the 
clouds in the distance.




421      INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY
Leia watches anxiously.

LEIA
Slower, Chewie, slower.




422      INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY - POV

CLOSER POV out cockpit window of Luke getting bigger as the Falcon closes on him, until his falling body skims the cockpit window and lands with a thud on the
 outside hull of the ship.




423      EXT MILLENNIUM FALCON HULL - CLOUD CITY - DUSK

The hatch pops open with a hiss of pressure. Lando
 reaches out to help the battered warrior inside the
 ship. Suddenly, there is a huge explosion near the ship causing it to lurch wildly. Luke is almost
 thrown overboard, but Lando grabs his hand in time.




424      INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY - POV

OVER THE SHOULDER POV - Clouds and flak bursts as the Falcon banks away from the city.  Dusk.




425      EXT UNDERSIDE OF CLOUD CITY - DUSK                        425

         Three Imperial Patrol ships are firing on the Falcon
         as they speed into pursuit.




426      INT COCKPIT MILLENNIUM FALCON - CLOUD CITY - DUSK

Explosions begin to erupt all around the cockpit,
 buffeting the ship wildly. Chewie HOWLS as he
 frantically tries to control the ship.

 

LEIA
The hatch is closed. Full speed.
 Two more ships are closing.



Leia reaches over and speaks into the com-link.

LEIA
Lando, is he alright?... Lando?
 Are you there? How's Luke?


LUKE (OS)
 
He'll survive.
Leia and Chewie turn to see the bloody and battered
 Jedi, supported by Lando in the cockpit entry. Lando
 has wrapped a blanket around him.  Leia jumps up and
 gives him a giant hug.

CHEWIE

Howls.

LANDO
        (climbs into the co-pilot's seat)
We're not out of this yet.


A huge flak burst rocks the ship.




427      EXT MILLENNIUM FALCON - SPACE - PLANET BESPIN

FULL SHOT - The Falcon speeds away from the planet and
 over camera followed by two Imperial ships.




428      EXT MILLENNIUM FALCON - SPACE

FULL SHOT - The Falcon away from camera and into space,
 followed by two Imperial ships.




429      INT COCKPIT - MILLENNIUM FALCON - SPACE

Lights flash and muted alarm BUZZERS sound. Threepio
 leaves the cockpit. Luke is strapped into the seat
 across from Leia.



LANDO

The deflector shields are gone.



LEIA
         (to Chewie)

Are the coordinates set?


Chewie nods. Leia looks at the control panel warily.

                               

LEIA

This hyperdrive had better work.


LUKE
I've never seen it fail.

 Leia and Chewie exchange a look.

                               

LANDO
I'm sure my men fixed it. We've
 got nothing to worry about.

LEIA
That sounds familiar.

Another explosion rocks the ship.

                               

LEIA
Okay, Chewie, it's now or never.



CHEWIE

Barks his agreement.


The Wookiee shrugs and pulls back on the lightspeed
 throttle.




430      INT COCKPIT - MILLENNIUM FALCON - SPACE - POV

FULL SHOT, OVER THE SHOULDER POV out cockpit window,
 stars that streak and go into hyperspace.




431      EXT MILLENNIUM FALCON - SPACE

FULL SHOT, SPACE - The Falcon speeds away from camera
 and disappears into nothingness.




432      EXT SPACE - REMAINS OF REBEL FLEET - STAR CRUISER

FULL SHOT - Motley rebel fleet in space.  The Millennium
 Falcon is attached to a huge rebel cruiser by a docking
 tube. A large star is nearby.




433      INT BRIDGE AREA - STAR CRUISER

The bridge area of the Star Cruiser is relatively quiet.
 Most of the crew is busy working at their control panels.
 Several Generals are gathered around Lando and Chewie
 and one by one bow before them. Luke and Leia are
 standing nearby.

 Leia bows before Lando and Chewie, then gives the large
 Wookiee a big bear hug. Luke shakes Lando's hand and
 pats him on the shoulder. He then moves to Chewie and
 starts scratching his chest vigorously; which the
 Wookiee loves. He BARKS his enjoyment.

 Lando and Chewie start to leave the bridge, stopping
 only when little Artoo races up and tugs at the furry
 giant with one of his claw arms and whistles. Chewie
 turns and is hugged by Threepio. The Wookiee is
         embarrassed, but manages a friendly pat on the droid's
 back and another on little Artoo's dome head. The
 robots wave as the two adventurers leave the bridge.




434      INT STAR CRUISER BY VIEW PORT

Luke and Leia stand alone before a giant view port - stars and distant suns move through window. Luke smiles and gives Leia a kiss on the forehead as she puts her arm around him.

                               

LUKE
I want to go with them, but I have a promise to keep. They'll find Han. I know they will...

The tall, golden robot, and the stubby Artoo-droid
 join the young Jedi and the Princess.  They gaze out
 the view port as the Millennium Falcon pulls gracefully away.




435      INT BRIDGE - STAR CRUISER - VIEW PORT - POV - SPACE       

POV of distant sun. The Falcon does a spectacular flip and fly-by, and banks off into the stars.




THE END
