EXT PLAIN OF HOTH - HELICOPTER SHOT - DAY			1

	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			2

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

3	EXT PLAIN OF HOTH - DAY						3

	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					4

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

5	EXT PLAINS OF HOTH - SLOPE - DAY				5

	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				6

	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					7

	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 read-
		ings.

					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					8

	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							9

	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				10

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

11	EXT METEORITE CRATER - SNOW PLAIN - DAY		11

	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 disap-
	pears into the distance.

12	EXT ICE CAVES - REBEL BASE ENTRANCE - DAY		12

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

13	INT MAIN HANGAR DECK - REBEL BASE				13

	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				14

	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 Ò30'sÓ 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			15

	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.

					HAN (Continued)
		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					16

	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			17

	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						18

	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			19

	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				20

	The evil robot moves off toward the horizon.

21	EXT ICE GORGE - HOTH - DUSK					21

	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			22

	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.  Rever-
	berating 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		23

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

24	INT MAIN HANGAR DECK - MILLENNIUM FALCON - DUSK		24

	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 malfunc-
		tioning 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    25
	DUSK

	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			26

	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				27

	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				28

	Han rides across the plain on his Tauntaun.

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

	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				30

	Han rides off across the plain on his Tauntaun.

31	EXT SNOW DRIFT - HOTH - DUSK				31

	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				32

	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			33

	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 light saber 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				34

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

35	INT MAIN HANGAR DECK - ENTRANCE - NIGHT		35

	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					36

	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				37

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

38	INT ARMORED SNOWSPEEDER - HOTH SNOWDRIFTS - DAY		38

	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		39

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

40	INT ARMORED SNOWSPEEDER - HOTH SNOWDRIFTS - DAY		40

	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				41

	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				42

	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		43

	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					44

	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				45

	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 form.

46	INT COMMAND CENTER BY CONSOLE - REBEL BASE			46

	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 communi-
		cation, 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		47

	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   48

	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			49

	The speeder disappears behind a snow dune.

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

	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		51

	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		52

	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				53

	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						54

	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   55

	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			56

	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				57

	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 every-
		thing 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						58

	Six huge star destroyers rest in the Hoth
	System.

59	INT STAR DESTROYER - VADER'S CHAMBER			59

	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				60

	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	61

	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 ÒWhat a screw-up!Ó look,
	then goes out.

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

62	INT COMMAND CENTER - REBEL BASE - HOTH			62

	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				63

	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			64

	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					65

	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			66

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

67	SPACE - HOTH REBEL TRANSPORT				67

	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	68

	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	69

	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			70

	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 Ôem hell, kid.

	He goes back to work.  Everyone cheers at the announce-
	ment 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 Ôbout 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					71

	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)						72

	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			73

	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				74

	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		75

	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		76

	MED SHOT of generator, as men scurry about in the fore-
	ground 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		77

	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				78

	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						79

	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		80

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


81	EXT ICE PLAIN - HOTH - POV				81

	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		82

	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		83

	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				84

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

85	EXT ICE PLAIN  - BATTLEFIELD - HOTH				85

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

86	EXT ICE PLAIN  - BATTLEFIELD - HOTH				86

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

87	EXT ICE PLAIN  - BATTLEFIELD - HOTH				87

	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				88

	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				89

	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				90

	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				91

	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			92

	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				93

	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				94

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

95	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				95

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

96	INT WALKER NO. 3 COCKPIT				96

	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				97

	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				98

	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				99

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

100	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				100

	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				101

	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				102

	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				103

	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				104

	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				105

	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 back-
	ground.

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

106	EXT ICE PLAIN  - BATTLEFIELD - HOTH				106

	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				107

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

					LUKE
		Dack!

108	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				108

	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		109

	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		110

	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		111

	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		112

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

113	EXT ICE PLAIN - BATTLEFIELD - HOTH			113

	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					114

	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			115

	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					116

	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				117

	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 emplace-
		ments 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						118

	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				119

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

120	EXT BATTLEFIELD - HOTH						120

	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				121

	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				122

	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						123

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

124	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				124

	CLOSE-UP HAND pushes button that fires harpoon.

125	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				125

	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						126

	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				127

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

128	EXT BATTLEFIELD - HOTH						128

	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						129

	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						130

	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				131

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

132	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				132

	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						133

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

134	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				134

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

135	EXT BATTLEFIELD - HOTH						135

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

136	EXT BATTLEFIELD - HOTH						136

	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						137

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

138	EXT BATTLEFIELD - HOTH						138

	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						139

	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				140

	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			141

	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 fore-
	ground and the rebel troops charge the fallen walker
	moving left to right.

142	EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS		142

	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				143

	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						144

	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						145

	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						146

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

147	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				147

	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				148

	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				149

	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				150

	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						151

	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				152

	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				153

	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				154

	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						155

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

156	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				156

	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						157

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

158	EXT BATTLEFIELD - HOTH						158

	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						159

	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						160

	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 some-
	thing else, glancing up with a worried look.

161	EXT BATTLEFIELD - HOTH						162

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

162	EXT BATTLEFIELD - HOTH						162

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

163	INT LUKE'S SNOWSPEEDER - INSERT				163

	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						164

	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						165

	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						166

	CLOSE-UP LUKE as walker foot raises in background.

167	EXT BATTLEFIELD - HOTH						167

	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						168

	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						169

	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						170

	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						171

	MED CLOSE-UP of Luke climbing the cable to the under-
	belly 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						172

	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						173

	MED SIDE SHOT of Luke as he reaches the hull of Walker
	No. 2, next to a small hatch.  Luke, hanging pre-
	cariously, cuts the solid metal hatch with his laser-
	sword.

174	EXT BATTLEFIELD - HOTH						174

	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						175

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

176	EXT BATTLEFIELD - HOTH						176

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

177	EXT BATTLEFIELD - HOTH						177

	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					178

	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 foot-
	steps 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			180

	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				181

	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						182

	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-
	self 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					183

	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			184

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

185	EXT REBEL GUN EMPLACEMENT					185

	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						186

	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				187

	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				188

	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					189

	MED SHOT - Rebel troops retreat under the onslaught.

190	EXT REBEL GUN EMPLACEMENT - HOTH					190

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

191	EXT BATTLEFIELD - HOTH						191

	HIGH ANGLE of troops fleeing and firing back toward
	camera.

192	EXT BATTLEFIELD - HOTH						192

	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						193

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

194	EXT BATTLEFIELD - HOTH						194

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

195	INT WALKER NO. 1 - COCKPIT				195

	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						196

	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				197

	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						198

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

199	EXT BATTLEFIELD - HOTH						199

	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						200

	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			201

	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				202

	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		203

	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						204

204X	INT ICE CORRIDOR - REBEL BASE - HOTH			204X

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

204Y	INT COMMAND CENTER - REBEL BASE - HOTH			204Y

	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	205

	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 ...

					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	206

	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 every-
	thing 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					206W

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

206X	EXT MILLENNIUM FALCON - MAIN HANGAR - HOTH			206X

	A laser gun appears and swings around.

206Y	EXT MILLENNIUM FALCON - MAIN HANGAR - HOTH			206Y

	Long shot main hangar.  Angle behind Stormtroopers with
	Millennium Falcon in background.

	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			206Z

	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 every-
	thing as the ice cave wall rushes by outside the cock-
	pit window, moving right to left.

207	OMIT						OMIT		207

207X	INT MAIN HANGAR - HOTH						207X

	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			207Y

	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			208 

	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				209

	Luke's POV Millennium Falcon racing skyward.

210	EXT ICE SLOPE - X WING - HOTH				210

	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			211

	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 -    212
	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 -   213
	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		214

	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				215

	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				216

	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		217

	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					218

	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		219

	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		220

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

221	INT COCKPIT - MILLENNIUM FALCON - SPACE		221

	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 ...

	With a gleam in his eye.

					HAN
		Oh yeah ... Watch this.

222	INT MILLENNIUM FALCON - COCKPIT				222

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

223	INT MILLENNIUM FALCON - COCKPIT				223

	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	224
	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					225

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

226	EXT LUKE'S X WING - SPACE					226

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

227	INT COCKPIT - LUKE'S X WING - SPACE				227

	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				228

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

229	EXT LUKE'S X WING - SPACE					229

	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					230

	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					231

	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					232

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

233	INT LUKE'S X WING - SPACE					233

	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	234
	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		235

	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		236

	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 .... some-
		thing hit us ....

					LEIA
		Or you ran into something ....

237	INT COCKPIT - MILLENNIUM FALCON				237

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

238	INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT		238

	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 navi-
		gating 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		239

	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	240

	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	241

	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					242

	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					OMIT		243

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

	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	245

	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			246

	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	247

	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			248

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

249	INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT		249

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

250	INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT		250

	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			251

	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		252

	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	253

	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			254

	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	255

	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	256

	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			257

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

					PILOT
		Look out.

258	INT COCKPIT - TIE FIGHTER - GIANT ASTEROID			258

	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	259

	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		260

	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		261

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

262	EXT MILLENNIUM FALCON - GIANT ASTEROID			262

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

263	EXT MILLENNIUM FALCON - ASTEROID SURFACE AND CRATER	263

	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					264

	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				265

	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		266

	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			267

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

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

	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			269

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

270	INT COCKPIT LUKE'S X WING - CLOUDS			270

	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					271

	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						272

	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						273

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

274	EXT SWAMP - DUSK						274

	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						275

	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				276

	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						277

	Luke looks back at the slowly sinking spacecraft.

278	EXT SWAMP - BEACH - DUSK				278

	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, ÒGot me boss.Ó

279	EXT IMPERIAL FLEET - SPACE - ASTEROID FIELD		279

	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   280

	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				281

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

282	INT COCKPIT - MILLENNIUM FALCON - CAVE			282

	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					283

	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 ÒI'm with youÓ)
		... 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.

	Yoda 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 Ògimme thats.Ó

					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					284

	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			285

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

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

	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 down
		the survivors.

					PESTAGE
		The Emperor will be with you in
		time.

					VADER
		I wait at his convenience.

287	EXT IMPERIAL CRUISER - ASTEROID BELT - SPACE		287

	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   288

	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			289

	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 back-
	ward.  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				290

	A slight breeze moves the fog around in swirls.  Artoo
	is all alone.  The swamp had become even more fore-
	boding.  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			291

	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						292

	The inside of the house is very plain, but cozy.  Every-
	thing 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 crossed-
	legged 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			293

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

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

	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 contin-
	ually 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				295

	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				296

	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						297

	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				298

	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			299

	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			300

	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		301

	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			302

	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		303

	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				304

	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			305

	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			306

	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	EXT BOG CLEARING - SWAMP - DUSK - DAGOBAH		306X
(formerly)							(formerly)
(pt 310) Luke runs through the dense jungle on the last leg   (part 310)
	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	EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH			307X
(formerly)							(formerly)
(308)    At the edge of a wide pond, Yoda sits on a log.		(308)
	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	EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH			308X
(formerly)							(formerly)
(307)    In the bog clearing, Yoda and Luke sit facing two	(307)
	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	EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH			309X
(formerly)							(formerly)
(309 and)Luke's face is upside-down and showing enormous	(309 and)
(pt 310) strain.  Soon we see why.  He is standing on his	(pt 310)
	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	EXT BOG CLEARING - SWAMP - DUSK - DAGOBAH		310X
(formerly)							(formerly)
(pt 310) Artoo runs around in circles, chirping franti-	(pt 310)
	cally, 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				311

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

312	EXT BOG CLEARING - SWAMP - DUSK				312

	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		313

	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				314

	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			315

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

316	INT VADER'S STAR DESTROYER - BRIDGE - SPACE		316

	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    317

	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		318

	INT COCKPIT, OVER THE SHOULDER, of the asteroid storm
	and flak.

319	INT COCKPIT - MILLENNIUM FALCON - ASTEROID FIELD		319

	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		320

	FULL SHOT - The Millennium Falcon races past camera,
	right to left, followed by the Star Destroyer, firing
	away.

321	INT COCKPIT - MILLENNIUM FALCON - SPACE			321

	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		322

	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			323

	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		324

	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		325

	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 under-
		stand 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		326

	INT COCKPIT, POV of flak, banking as the Falcon makes
	a steep turn.

327	EXT SPACE - MILLENNIUM FALCON - STAR DESTROYER		327

	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		328

	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.  Flak.

329	EXT MILLENNIUM FALCON - STAR DESTROYER SURFACE - SPACE    329

	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			330

	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	331
	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						332

	Luke lies motionless in the mud with Artoo leaning
	over him.  Two glowing balls about the size of base-
	balls 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
			(pissed)
		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			333

	FULL SHOT - Fleet around Vader's Star Destroyer with
	second Star Destroyer in the foreground.

334	INT VADER'S STAR DESTROYER BRIDGE - CONTROL DECK		334

	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				335  

	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    336  

	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		337

	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 Han
	like 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 Ôer go, Chewie.

338	EXT IMPERIAL STAR DESTROYER - SPACE				338

	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	339

	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						340

	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
	Òno.Ó  Yoda shrugs.  Luke wades across the water and
	steps into the darkness of the cave.

341	INT TREE CAVE - DAGOBAH					341

	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					342

	Yoda sits on the root, calmly chewing on his Gimer
	Stick.

343	EXT MILLENNIUM FALCON - BESPIN SYSTEM				343

	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			344

	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	345

	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    346

	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	347
	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	348

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

					INTERCOM 9.S. Voice)
		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		349

	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 -		350
	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		351

	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			352

	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 -	353
	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					354

	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 self-
		sufficient.  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 respon-
		sible 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					355

	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					356   

	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)				357

	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)				358

	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					359

	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				359X

	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		360

	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 unpar-
		alleled.  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				361

	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					362

	The corridor opens onto a veranda which overlooks the
	spiraled top of the city.

	City Plaza - as Lando and group pass.  City in back-
	ground 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				363

	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			364

	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			365

	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			366

	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, deflect-
	ing all the bolts with the pot lid in his left hand and
	the spoon in his right.

367	EXT YODA'S HOUSE - DUSK - DAGOBAH				367

	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	367X

	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				368

	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					369

	FULL SHOT - X wing, over camera and into space.

370	INT LARGE CELL - CLOUD CITY - BESPIN			370

	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 dis-
	assembled 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 philoso-
		phical 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				371

	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							372

	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		373

	FULL SHOT - X wing, past camera toward Bespin in the 
	distance.

374	INT COCKPIT LUKE'S X WING - SPACE - BESPIN SYSTEM	374

	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	375

	CLOSE-UP side R-2, stars left to right.

376	INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN	376

	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			377

	FULL SHOT - X wing, through clouds, side-trucking PAN
	as ship approaches city.

378	INT COCKPIT LUKE'S X WING - BESPIN SYSTEM - SPACE	378

	Luke scans his display panels with concern.

					LUKE
			(to Artoo)
		You haven't picked up any patrol
		ships?

					ARTOO
		Beeps a ÒnegativeÓ which prints 
		out on a panel.

379	INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN	379

	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 reinforce-
	ments 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, Ôcause
		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					380

	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				381

	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 Storm-
	troopers 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	382

	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	383

	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	384

	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			385

	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	386

	Vader ignites his powerful light saber.  Luke takes a
	step back and one foot rests on the cold chamber plat-
	form.  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		387

	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			388

	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			389

	FULL SHOT, INT EAST LANDING PLATFORM - Boba Fett's
	ship takes off against cloud sky at sunset.

390	EXT EAST LANDING PLATFORM - SIDE BAY			390

	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			391

	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 Òright on!Ó

					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					392

	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
	over-looks 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						393

	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							394

	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						395

	Elevator races away from camera with Lando hanging on
	the back.

					LANDO
		Reverse!  Stop it!  Stop!

396	INT ELEVATOR							396

	Artoo whistles madly, but the elevator doesn't stop.

					THREEPIO
		Oh my, he's lost contact.

397	INT ELEVATOR SHAFT						397

	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		398

	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 rever-
	berates 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	399 

	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  400

	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					401

	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						402

	TRUCKING FULL SHOT as Luke tumbles through the exhaust
	pipe.

403	EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK			403

	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			404

	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			405

	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			406

	The group races for the Millennium Falcon as Storm-
	troopers 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			407

	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	408

	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			409

	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	410

	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		411

	INT COCKPIT, SIDE as Falcon moves through cloud canyon.

412	EXT BOTTOM OF CITY EXHAUST PIPE - DUSK			412

	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		413

	OVER THE SHOULDER POV of cloud through cockpit window
	in Millennium Falcon.

414	INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY - DUSK	414

	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	415

	FULL SHOT TRUCKING of the Falcon making a graceful
	banking turn over camera.  Clouds at dusk.

416	EXT MILLENNIUM FALCON - UNDERSIDE CLOUD CITY - DUSK	416

	FULL SHOT as Falcon dives to the underside of the
	floating city.

417	INT MILLENNIUM FALCON - HOLD				417

	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			418

	FULL SHOT - Luke on weather vane.  He is almost uncon-
	scious, 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		419

	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				420

	POV out Falcon cockpit window as Luke falls into the 
	clouds in the distance.

421	INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY		421

	Leia watches anxiously.

					LEIA
		Slower, Chewie, slower.

422	INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY - POV	422 

	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		423

	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	424

	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	426

	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		427

	FULL SHOT - The Falcon speeds away from the planet and
	over camera followed by two Imperial ships.

428	EXT MILLENNIUM FALCON - SPACE				428

	FULL SHOT - The Falcon away from camera and into space,
	followed by two Imperial ships.

429	INT COCKPIT - MILLENNIUM FALCON - SPACE		429

	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		430

	FULL SHOT, OVER THE SHOULDER POV out cockpit window,
	stars that streak and go into hyperspace.

431	EXT MILLENNIUM FALCON - SPACE				431

	FULL SHOT, SPACE - The Falcon speeds away from camera
	and disappears into nothingness.

432	EXT SPACE - REMAINS OF REBEL FLEET - STAR CRUISER	432

	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					433

	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				434

	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 grace-
	fully away.

435	INT BRIDGE - STAR CRUISER - VIEW PORT - POV - SPACE	435

	POV of distant sun.  The Falcon does a spectacular
	flip and fly-by, and banks off into the stars.

					ROLL UP

					END CREDITS

				T H E   E N D