Please Note : This script was taken from the copy available on the Internet, so could, possibly, contain errors. If you come across any, contact me by email and I will correct it.

STAR WARS - Episode V - THE EMPIRE STRIKES BACK
Script adaptation by
Lawrence Kasdan and Leigh Brackett
from a story by
George Lucas

LUCASFILM LTD.

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

It is a dark time for the Rebellion. Although the Death Star has been destroyed, Imperial troops have driven the Rebel forces from their hidden base and pursued them across the galaxy.

Evading the dreaded Imperial Starfleet, a group of freedom fighters led by Luke Skywalker has established a new secret base on the remote ice world of Hoth.

The evil lord Darth Vader, obsessed with finding young Skywalker, has dispatched thousands of remote probes into the far reaches of space..

EXTERIOR: GALAXY -- PLANET HOTH

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

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

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

EXTERIOR: PLAIN OF HOTH -- DAY

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

LUKE: (into comlink) Echo Three to Echo Seven. Han, old buddy, do you read me?

After a little static a familiar voice is heard.

HAN: (over comlink) Loud and clear, kid. What's up?
LUKE: (into comlink) Well, I finished my circle. I don't pick up any life readings.
HAN: (over comlink) There isn't enough life on this ice cube to fill a space cruiser. The sensors are placed. I'm going back.
LUKE: (into comlink) Right. I'll see you shortly. There's a meteorite that hit the ground near here. I want to check it out. It won't take long.

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

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

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

LUKE: Aaargh!

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

EXTERIOR: HOTH -- REBEL BASE ENTRANCE -- DAY

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

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

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

HAN: Chewie!

The Wookiee grumbles a reply.

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

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

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

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

RIEEKAN: Solo?
HAN: No sign of life out there, General. The sensors are in place. You'll know if anything comes around.
RIEEKAN: Commander Skywalker reported in yet?
HAN: No. He's checking out a meteorite that hit near him.
RIEEKAN: (indicates radar screen) With all the meteor activity in this system, it's going to be difficult to spot approaching ships.

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

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

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

RIEEKAN: I'm sorry to hear that.
HAN: Well, there's a price on my head. If I don't pay off Jabba theHutt, I'm a dead man.
RIEEKAN: A death mark's not an easy thing to live with. You're a good fighter, Solo. I hate to lose you.
HAN: Thank you, General.

He turns to Leia as Rieekan moves away.

HAN: (with feeling) Well, Your Highness, I guess this is it.
LEIA: That's right.

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

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

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

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR

LEIA: Han!

Han stops in the corridor and turns to face Leia.

HAN: Yes, Your Highnessness?
LEIA: I thought you decided to stay.
HAN: Well, the bounty hunter we ran into on Ord Mantell changed my mind.
LEIA: Han, we need you!
HAN: We?
LEIA: Yes.
HAN: Oh, what about you need?
LEIA: (mystified) I need? I don't know what you're talking about.
HAN: (shakes his head, fed up) You probably don't.
LEIA: And what precisely am I supposed to know?
HAN: Come on! You want me to stay because of the way you feel about me.
LEIA: Yes. You're a great help to us. You're a natural leader...
HAN: No! That's not it. Come on. Aahhh -- uh huh! Come on.

Leia stares at him, understanding, then laughs.

LEIA: You're imagining things.
HAN: Am I? Then why are you following me? Afraid I was going to leave without giving you a goodbye kiss?
LEIA: I'd just as soon kiss a Wookiee.
HAN: I can arrange that. You could use a good kiss!

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

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

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

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

Artoo beeps a stream of protesting whistles.

THREEPIO: Oh, switch off.

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

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

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

Chewie grumbles in irritation.

THREEPIO: Excuse me, sir.
HAN: (to Chewie) Put them back together right now.
THREEPIO: Might I have a word with you, please?
HAN: What do you want?
THREEPIO: Well, it's Princess Leia, sir. She's been trying to get you on the communicator.
HAN: I turned it off. I don't want to talk to her.
THREEPIO: Oh. Well, Princess Leia is wondering about Master Luke. He hasn't come back yet. She doesn't know where he is.
HAN: I don't know where he is.
THREEPIO: Nobody knows where he is.
HAN: What do you mean, "nobody knows"?

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

THREEPIO: Well, uh, you see...

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

HAN: Deck Officer. Deck Officer!
THREEPIO: Excuse me, sir. Might I inqu-...

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

DECK OFFICER: Yes, sir?
HAN: Do you know where Commander Skywalker is?
DECK OFFICER: I haven't seen him. It's possible he came in through the south entrance.
HAN: It's possible? Why don't you go find out? It's getting dark out there.
DECK OFFICER: Yes, sir.

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

THREEPIO: Excuse me, sir. Might I inquire what's going on?
HAN: Why not?
THREEPIO: Impossible man. Come along, Artoo, lets find Princess Leia. Between ourselves, I think Master Luke is in considerable danger.

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

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

DECK OFFICER: Sir, Commander Skywalker hasn't come in through the south entrance. He might have forgotten to check in.
HAN: Not likely. Are the speeders ready?
DECK OFFICER: Not yet. We're having some trouble adapting them to the cold.
HAN: Then we'll have to go out on Tauntauns.
DECK OFFICER: Sir, the temperature's dropping too rapidly.
HAN: That's right. And my friends out in it.
ASSISTANT OFFICER: I'll cover sector twelve. Have com-control set screen alpha.

Han pushes through the troops and mounts a Tauntaun.

DECK OFFICER: Your Tauntaun'll freeze before you reach the first marker.
HAN: Then I'll see you in hell!

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

EXTERIOR: HOTH -- ICE GORGE -- DUSK

The jagged face of a huge ice wall sits gloomily in the dim twilight of a Hoth day. Luke hangs upside down, ankles frozen into icy stalactites, his extended arms within a foot of the snow floor. One side of his face is covered in a dried mask of frozen blood. He opens his eyes as a chilling moan of the hideous ice creature echoes off the gorge walls. Luke pulls himself up, grabs hold of his ankles, and futilely tries to unfasten the throngs.

Exhausted, he drops back into his hanging position. As he hangs there, he spies his lightsaber lying near a pile of his discarded gear, about three feet out of reach. He focuses on the saber and, as his hand strains toward the weapon, he squeezes his eyes tight in concentration. Just as the ice creature looms over Luke, the lightsaber jumps into Luke's hand. The young warrior instantly ignites his sword, swinging up, and cuts himself loose from the ice. He flops to the snow in a heap. The startled creature moves back, his giant yellow eyes blinking. Luke scrambles to his feet. He swings his lightsaber and the beast screams in pain.

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

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

EXTERIOR: HOTH -- SNOW PLAIN -- DUSK

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

EXTERIOR: HOTH -- OUTSIDE ICE HANGAR -- DUSK

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

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

Artoo beeps, long and low.

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

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

EXTERIOR: HOTH -- SNOW DRIFT -- DUSK

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

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

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

LIEUTENANT: Sir, all the patrols are in. There's still no contact from Skywalker or Solo.
THREEPIO: Mistress Leia, Artoo says he's been quite unable to pick up any signals, although he does admit that his own range is far too weak to abandon all hope.

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

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

He turns to the lieutenant.

DERLIN: Close the doors.
LIEUTENANT: Yes, sir.

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

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

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

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

EXTERIOR: HOTH -- SNOW DRIFT -- DUSK

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

BEN: Luke...Luke.
LUKE: (weakly) Ben?
BEN: You will go to the Dagobah system.
LUKE: Dagobah system?
BEN: There you will learn from Yoda, the Jedi Master who instructed me.

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

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

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

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

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

HAN: Not much time.

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

LUKE: (moaning) Ben...Ben...
HAN: Hang on, kid.
LUKE: Dagobah system...

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

HAN: (reeling from the odour) Whew...
LUKE: Dagobah...
HAN: This may smell bad, kid...
LUKE: (moaning) Yoda...
HAN: ...but it will keep you warm...til I get the shelter built. (struggling to get Luke in the carcass) Ooh...I thought they smelled bad on the outside!

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

EXTERIOR: HOTH -- SNOWDRIFT -- DAWN

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

INTERIOR: SNOWSPEEDER COCKPIT

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

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

EXTERIOR: HOTH -- SNOWDRIFT

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

INTERIOR: SNOWSPEEDER -- COCKPIT

The pilot switches over to a new transmitter.

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

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

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

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

EXTERIOR: HOTH -- SNOWDRIFT -- DAY

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

INTERIOR: REBEL BASE -- MEDICAL CENTER

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

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

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

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

Artoo beeps his good wishes.

THREEPIO: Artoo expresses his relief, also.

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

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

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

HAN: Well your Worship, looks like you managed to keep me around for a little while longer.
LEIA: (haughtily) I had nothing to do with it. General Rieekan thinks it's dangerous for any ships to leave the system until we've activated the energy shield.
HAN: That's a good story. I think you just can't bear to let a gorgeous guy like me out of your sight.
LEIA: I don't know where you get you delusions, laser brain.

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

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

Luke sparks to this; he looks at Leia.

HAN: She expressed her true feelings for me.

Leia is flushed, eyes darting between Luke and Han.

LEIA: My...! Why, you stuck up,...half-witted,...scruffy-looking... nerf-herder!
HAN: Who's scruffy-looking? (to Luke) I must have hit her pretty close to the mark to get her all riled up like that, huh, kid?

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

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

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

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

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

HAN: Take it easy.
THREEPIO: Excuse us, please.

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

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

RIEEKAN: Princess...we have a visitor.

The group hurries over to Rieekan.

RIEEKAN: We've picked up something outside the base in zone twelve, moving east.
SENIOR CONTROLLER: It's metal.
LEIA: Then it couldn't be one of those creatures that attacked Luke.
HAN: It could be a speeder, one of ours.
SENIOR CONTROLLER: No. Wait -- there's something very weak coming through.

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

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

The transmission ends in static.

HAN: It isn't friendly, whatever it is. Come on, Chewie, let's check it out.
RIEEKAN: Send Rogues Ten and Eleven to station three-eight.

EXTERIOR: HOTH -- SNOW PLAIN -- DAY

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

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

Leia and Rieekan listen to Han on the comlink.

HAN: (over comlink) Afraid there's not much left.
LEIA: (into comlink) What was it?
HAN: (over comlink) Droid of some kind. I didn't hit it that hard. It must have had a self-destruct.
LEIA: (into comlink) An Imperial probe droid.
HAN: (over comlink) It's a good bet the Empire knows we're here.
RIEEKAN: We'd better start the evacuation.

EXTERIOR: SPACE -- IMPERIAL FLEET

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

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

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

PIETT: Admiral.
OZZEL: Yes, Captain
PIETT: I think we've got something, sir. The report is only a fragment from a probe droid in the Hoth system, but it's the best lead we've had.
OZZEL: (irritated) We have thousands of probe droids searching the galaxy. I want proof, not leads!
PIETT: The visuals indicate life readings.
OZZEL: It could mean anything. If we followed every lead...
PIETT: But, sir, the Hoth system is supposed to be devoid of human forms.

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

VADER: You found something?
PIETT: Yes, my lord.
VADER: (studying the image on the console screen) That's it. The Rebels are there.
OZZEL: My lord, there are so many uncharted settlements. It could be smugglers, it could be...
VADER: That is the system. And I'm sure Skywalker is with them. Set your course for the Hoth system. General Veers, prepare you men.

INTERIOR: HOTH -- REBEL BASE -- TRANSPORT BAY

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

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

REBEL FIGHTER: Right, sir.

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

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

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

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

INTERIOR: REBEL BASE -- MEDICAL CENTER

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

MEDICAL DROID: Sir, it will take quite awhile to evacuate the T-forty- sevens.
LUKE: Well, forget the heavy equipment. There's plenty of time to get the smaller modules on the transports.
MEDICAL DROID: Take care, sir.
LUKE: Thanks.

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

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

LUKE: Chewie, take care of yourself, okay?

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

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

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

INTERIOR: REBEL BASE -- CONTROL ROOM.

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

CONTROLLER: General, there's a fleet of Star Destroyers coming out of hyperspace in sector four.
RIEEKAN: Reroute all power to the energy shield. We've got to hold them till all transports are away. Prepare for ground assault.

Rieekan exits hurriedly.

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

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

VADER: What is it, General?
VEERS: My lord, the fleet has moves out of light-speed. Com-Scan has detected an energy field protecting an area around the sixth planet of the Hoth system. The field is strong enough to deflect any bombardment.
VADER: (angrily) The Rebels are alerted to our presence. Admiral Ozzel came out of light-speed too close to the system.
VEERS: He felt surprise was wiser...
VADER: He is as clumsy as he is stupid. General, prepare your troops# for a surface attack.
VEERS: Yes, my lord.

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

OZZEL: Lord Vader, the fleet has moved out of light-speed, and we're preparing to...Aaagh!
VADER: You have failed me for the last time, Admiral. Captain Piett.

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

PIETT: Yes, my lord.
VADER: Make ready to land our troops beyond the energy shield and deploy the fleet so that nothing gets off that system. You are in command now, Admiral Piett.
PIETT: Thank you, Lord Vader.

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

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

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

LEIA: All troop carriers will assemble at the north entrance. The heavy transport ships will leave as soon as they're loaded. Only two fighter escorts per ship. The energy shield can only be opened for a short time, so you'll have to stay very close to your transports.
HOBBIE: Two fighters against a Star Destroyer?
LEIA: The ion cannon will fire several shots to make sure that any enemy ships will be out of your flight path. When you've gotten past the energy shield, proceed directly to the rendezvous point. Understood?
PILOTS: (in unison) Right. Okay.
LEIA: Good luck.
DERLIN: Okay. Everyone to your stations. Let's go!

The pilots hurry away.

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

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

EXTERIOR: HOTH -- ICE PLAIN -- POWER GENERATORS

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

INTERIOR: REBEL BASE -- COMMAND CENTER

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

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

EXTERIOR: ICE PLAIN

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

EXTERIOR: SPACE -- IMPERIAL STAR DESTROYER

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

INTERIOR: IMPERIAL STAR DESTROYER -- BRIDGE

An Imperial controller approaches his commander.

CONTROLLER: Sir, Rebel ships are coming into our sector.
CAPTAIN: Good. Our first catch of the day.

INTERIOR: REBEL BASE -- COMMAND CENTER

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

EXTERIOR: REBEL BASE ICE CAVE -- ION CANNON

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

EXTERIOR: SPACE -- HOTH -- REBEL TRANSPORT

The Rebel transport and its escort race away from the white planet, closely followed by the two red energy beams.

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

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

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

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

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

DACK: Feeling all right, sir?
LUKE: Just like new, Dack. How about you?
DACK: Right now I feel I could take on the whole Empire myself.
LUKE: (quietly, strapping in) I know what you mean.

EXTERIOR: HOTH -- ICE PLAIN

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

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

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

TRENCH OFFICER: Echo Station Three-T-Eight.

INTERIOR: REBEL BASE -- CORRIDOR

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

TRENCH OFFICER: (over comlink) We have spotted Imperial walkers!
CONTROLLER: Imperial walkers on the north ridge.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

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

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

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

LUKE: (into comlink) All right, boys, keep tight now.
DACK: Luke, I have no approach vector. I'm not set.
LUKE: Steady, Dack. Attack pattern delta. Go now!

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

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

LUKE: All right, I'm coming in.

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

EXTERIOR: HOTH -- ICE PLAIN -- SNOWTRENCH

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT

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

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

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

LUKE: That armor's too strong for blasters.

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

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

Dack is at the gunner's controls.

DACK: Luke, we've got a malfunction in fire control. I'll have to cut in the auxiliary.
LUKE: Just hang on. Hang on, Dack. Get ready to fire that tow cable.

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

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

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

LUKE: Dack? Dack!

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

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

The disc-like ray gun is hit by a laser bolt and instantly explodes.

INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT

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

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

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

LUKE: (into comlink) Rogue Three.

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

WEDGE: (into comlink) Copy, Rogue Leader

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

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

LUKE: (into comlink) Steady, Rogue Two

EXTERIOR: HOTH -- BATTLEFIELD

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

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

WEDGE: (to gunner) Activate harpoon.

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

EXTERIOR: HOTH -- BATTLEFIELD

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

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

WEDGE: (to gunner) Good shot, Janson.

EXTERIOR: HOTH -- BATTLEFIELD

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

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

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

WEDGE: One more pass.
JANSON: Coming around. Once more.

EXTERIOR: HOTH -- BATTLEFIELD

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

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

JANSON: One more.

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