1        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 "30's" Nordic fashion ...
                               HAN
                 That's right.
                               RIEEKAN
                 You're an extraordinary fighter.
                 I hate to lose you.
                               HAN
                 Thank you, General.  But there's
                 a price on my head.  If I don't
                 pay off Jabba the Hutt, I'm a 
                 walking dead man.
                               RIEEKAN
                 I understand.  A death mark is
                 not an easy thing to live with ...
                 Until our paths cross again,
                 may the force be with you.
         Rieekan touches Han and moves away.  Han turns to
         Leia.
                               HAN
                        (with feeling)
                 I guess this is it, Your Highness.
         Leia is angry.  Han sees she has no warmth to offer
         him.  He shakes his head and adopts a cooler tone.
                               HAN
                 Well, don't get all mushy on me.
                 So long, Princess.
         Han walks away.  Leia stews a moment, then follows him.
15       INT ICE CORRIDOR - REBEL BASE - HOTH                      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 "What a screw-up!" 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 'em 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 'bout you?
                 Ready to try some real fighting?
                               DACK
                 Yes, sir!  Right now I feel like
                 I could take on the whole Empire
                 myself.  You know what I mean,
                 Commander?
                               LUKE
                        (quietly, strapping in)
                 Yeah, I know ... I know.
         Leia's voice comes over the PA system.
                               LEIA (OVER PA)
                 Speeder pilots ... Your fighters
                 are being towed to the south slope.
                 They should be safe there.  You'll 
                 get a signal when the evacuation
                 is complete.
71       ICE CORRIDOR - REBEL BASE - HOTH                          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:  "What?"
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
         "thing" 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, "Got me boss."
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 "I'm with you")
                 ... There's something familiar 
                 about this place ... I feel like ...
                               STRANGE VOICE
                 You feel like what?
         Luke jumps out of his skin.  Artoo screeches in terror.
         The young warrior grabs for his light saber as he spins 
         around, looking for the speaker.  Mysteriously, standing
         right in front of Luke is a strange, blue creature, not
         more than two feet tall.  The wizened little thing is
         dressed in rags.  It motions toward Luke's sword.
                               LUKE
                        (looking at creature)
                 ... Like we're being watched.
                               CREATURE
                 Away put your weapon.  I mean you
                 no harm.
         After some hesitation, Luke puts away his weapon,
         although he really doesn't understand why.  Artoo
         watches with interest.
                               CREATURE (Continued)
                 I'm wondering ... why are you
                 here?
                               LUKE
                 I'm looking for someone.
                               CREATURE 
                 Looking?  Looking?  You've found
                 someone I'd say.  Heh?  Yes!
                               LUKE
                        (trying to keep from smiling)
                 Yeah ...
                               CREATURE
                 Help you I can ... yes ... yes.
                               LUKE
                 I'm looking for a great warrior.
                               CREATURE
                 A great warrior?
                        (shakes his head)
                 Not many on those.  Wars don't
                 make one great.
         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 "gimme thats."
                               CREATURE
                 Mine, mine.  Give it back.
         The creature lets go with one hand and pokes Artoo
         lightly with one finger.
         Artoo reacts big with a squeal, and lets go.
                               CREATURE
                 Mine, mine.
                               LUKE
                        (fed up)
                 Okay, Artoo, let him have it.
                 Now get out of here, little
                 fellow, we've got things to do.
                               CREATURE
                 No, no!  I'll stay and help you
                 find your friend.
                               LUKE
                 I'm not looking for a friend.
                 I'm looking for a Jedi Master.
                               CREATURE
                 Oh, a Jedi Master.  Different
                 altogether.  Yoda you seek, Yoda.
                               LUKE
                        (surprised and skeptical)
                 You know the Jedi Master?
                               CREATURE
                 Of course, yes.  But now eat we
                 must.  Good food, I have good
                 food.  Come, come.
         With that, the creature scurries out of the clearing
         and down a path which is suddenly more apparent than
         before.  Luke looks after him, thinking, then starts
         that way.
                               ARTOO
                        (quite upset)
                 Whistles a blue streak.
                               LUKE
                        (to Artoo)
                 You'd better stay here and watch 
                 over the camp.
                               ARTOO
                 Beeps even more frantically.
         Luke is almost out of sight.  He yells back.
                               LUKE
                 Artoo, now settle down ... I can
                 take care of myself ... I'll be
                 safe ... okay?
         The little droid grows quiet as Luke disappears from
         view.
284      EXT BOG TRAIL - DUSK - DAGOBAH                            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 'er 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
         "no."  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 "negative" 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, 'cause
                 I'll be back ...
         He sheds his cocky smile and gives her a soft kiss on
         the forehead.  Tears roll down Leia's face as she
         watches the dashing pirate walk to the hydraulic platform.
         Lando, too, watches with anguish.
         Imperial guards position Han on the platform and quickly
         bind his arms and legs.  They step back.  Han looks one
         final time at his friends and suddenly the platform
         drops.  Han disappears into the steaming vat of sub-zero
         cold.  Chewie HOWLS.  Leia turns away in agony.  Lando
         winces in sorrow; it makes a life-changing impression
         on him.
         Instantly, a ladle of fiery liquid moves over the vat,
         tilts and pours, creating a shower of sparks and fluid
         as great as any steel furnace.  Chewie has half turned
         away from the sight, giving Threepio a view of the
         procedure.
                               THREEPIO
                 They're encasing him in carbonite.
                 It's high quality alloy.  Much
                 better than my own.  He should
                 be quite well protected ... if
                 he survived the freezing process.
         Chewie is in no mood for technical discussions; he
         gives the droid an angry glance.
         A huge mechanical tong lifts the metal encased space
         pirate out of the vat and places him before Vader, Boba
         Fett and Lando.  Technicians inspect the metal mummy
         with various electronic probes, drilling holes and
         attaching hoses.
                               TECHNICIAN
                 He's alive and in perfect hibernation.
                               VADER
                 He's all yours, bounty hunter.
                 Reset the chamber for Skywalker.
                               AIDE
                 He's just landed, My Lord.
                               VADER
                 See to it that he finds his way
                 here.
                               LANDO
                 I'll take what's mine now.
                               VADER
                 Take them, but I'm keeping a
                 detachment of troops here to
                 watch over them.
                               LANDO
                 That wasn't the bargain.  You
                 said the Empire wouldn't interfere
                 in--
                               VADER
                 I'm altering the bargain.  Pray
                 I don't alter it any further.
         Lando's hand instinctively goes to his throat as he
         turns back to Leia, Chewie and Threepio.
380      INT CORRIDOR - CLOUD CITY                                 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 "right on!"
                               LANDO
                 Very noble.  Not smart, but
                 noble.
                               LEIA
                 You've probably never done an
                 honorable thing in your life.
                               LANDO
                 Sure I did ... once.  It turned
                 out lousy.
                               LEIA
                 What chance have we got in here?
                 What are we going to do when they
                 cut ...
         Suddenly, the elevator stops with a jolt and the main
         lights go out, leaving only the running lights.
                               LEIA
                 ... the power?
                               CHEWIE
                 Howls.
                               ARTOO
                 Whistles.
392      INT REACTOR CONTROL STATION                               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