THE EMPIRE STRIKES BACK

Written by

   Lawrence Kasdan

    and

    Leigh Brackett

   From a story by

George Lucas

EXT. 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. 

EXT. 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.

EXT. 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.

EXT. HOTH - REBEL BASE ENTRANCE - DAY

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

INT. 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.

INT. HOTH - REBEL BASE - COMMAND CENTER

A makeshift command center has been set up in a blasted area of thick
ice.  The low-ceilinged room is a beehive of activity. Controllers,
troops, and droids move about setting up electronic equipment and
monitoring radar signals.

General Rieekan straightens up from a console at Han's approach.

RIEEKAN
Solo?

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

RIEEKAN
Commander Skywalker reported in yet?

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

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

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

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

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

RIEEKAN
I'm sorry to hear that.

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

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

HAN
Thank you, General.

He turns to Leia as Rieekan moves away.

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

LEIA
That's right.

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

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

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

INT. 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.

INT. 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'
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.

INT. 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,
let's find Princess Leia.  Between
ourselves, I think Master Luke is
in considerable danger.

INT. 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.

EXT. 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.

EXT. 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.

EXT. 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.

EXT. 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.

EXT. 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.

INT. 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.

EXT. HOTH - SNOW DRIFT - DUSK

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

BEN
Luke... Luke.

LUKE
(weakly)
Ben?

BEN
You will go to the Dagobah system.

LUKE
Dagobah system?

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

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

LUKE
(groaning faintly)
Ben... Ben.

Luke drops into unconsciousness.

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

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

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

Han carries Luke to the moaning beast.  Then, with a final groan, the
Tauntaun expires.

HAN
Not much time.

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

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

HAN
Hang on, kid.

LUKE
Dagobah system...

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

HAN
(reeling from the
odor)
Whew...

LUKE
Dagobah...

HAN
This may smell bad, kid...

LUKE
(moaning)
Yoda...

HAN
...but it will keep you warm...
til I get the shelter built.
(struggling to get
Luke inside 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.

EXT. HOTH - SNOWDRIFT - DAWN

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

INT. 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.

EXT. HOTH - SNOWDRIFT

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

INT. 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.

EXT. 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.

INT. 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.

INT. 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 so 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 your
delusions, laser brain.

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

HAN
Laugh it up, fuzzball.  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 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.

INT. 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.

EXT. 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.

INT. 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.

EXT. 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.

INT. 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.

INT. 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.

INT. 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.

INT. 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 a while
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.

INT. 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.

INT. 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.

INT. VADER'S STAR DESTROYER - VADER'S CHAMBER - MEDITATION CUBICLE

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

VADER
What is it, General?

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

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

VEERS
He felt surprise was wiser...

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

VEERS
Yes, my lord.

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

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

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

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

PIETT
Yes, my lord.

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

PIETT
Thank you, Lord Vader.

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

INT. 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.

EXT. 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.

EXT. 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.

INT. 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.

EXT. ICE PLAIN

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

EXT. SPACE - IMPERIAL STAR DESTROYER

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

INT. 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.

INT. REBEL BASE - COMMAND CENTER

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

EXT. REBEL BASE ICE CAVE - ION CANNON

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

EXT. 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.

INT. 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 like I could take
on the whole Empire myself.

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

EXT. 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.

EXT. 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.

INT. 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.

EXT. 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.

INT. LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

EXT. 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.

INT. 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!

EXT. 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.

INT.  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?

EXT. 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.

EXT. HOTH - ICE PLAIN - SNOWTRENCH

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

EXT. 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.

INT. 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.

INT.  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.

EXT. HOTH - ICE PLAIN - BATTLEFIELD

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

INT.  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.

EXT. HOTH - ICE PLAIN - SNOW TRENCH AREA

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

EXT. HOTH - ICE PLAIN - BATTLEFIELD

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

EXT. HOTH - ICE PLAIN - SNOW TRENCH

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

INT. 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.

INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

LUKE
(into comlink)
Rogue Three.

INT. 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.

INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

LUKE
(into comlink)
Steady, Rogue Two

EXT. HOTH - BATTLEFIELD

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

INT. 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.

EXT. HOTH - BATTLEFIELD

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

INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

WEDGE
(to gunner)
Good shot, Janson.

EXT. 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.

INT. 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.

EXT. HOTH - BATTLEFIELD

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

INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

JANSON
Once more.

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

JANSON
Cable out!  Let her go!

WEDGE
Detach cable.

EXT. WEDGE'S SNOWSPEEDER, ROGUE THREE

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

INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

JANSON
Cable detached.

EXT. HOTH - BATTLEFIELD

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

EXT. HOTH - ICE PLAIN - SNOW TRENCH

The troops in the trenches cheer at the sight of the crashing walker.

An officer gives a signal to his men and Rebel troops charge the fallen
war machine.

TRENCH OFFICER
Come on!

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

INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

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

WEDGE
(into comlink)
Whooha!  That got him!

INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

INT. REBEL BASE - COMMAND CENTER

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

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

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

RIEEKAN
(into comlink)
Launch patrols.

LEIA
(to an aide)
Evacuate remaining ground staff.

INT. REBEL BASE - MAIN HANGAR

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

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

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

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

EXT. HOTH - BATTLEFIELD

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

INT. IMPERIAL SNOW WALKER - COCKPIT

General Veers studies various readouts on his control panel.

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

EXT. HOTH - BATTLEFIELD

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

INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

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

INT. ZEV'S SNOWSPEEDER, ROGUE TWO - COCKPIT

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

INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

EXT. HOTH - BATTLEFIELD

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

INT. ZEV'S SNOWSPEEDER, ROGUE TWO - COCKPIT

ZEV
(into comlink)
Coming around.

INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

INT. ZEV'S SNOWSPEEDER, ROGUE TWO - COCKPIT

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

LUKE
(over comlink)
Stay tight and low.

EXT. ZEV'S SNOWSPEEDER, ROGUE TWO

Luke's speeder moves in formation with Rogue Two, when suddenly Zev's
speeder is hit by a laser bolt.  His ship bucks violently under the
impact and the cockpit explodes in a ball of flame.

Spewing smoke, the speeder hurtles toward a looming walker.  Before
they collide.  Rogue Two explodes in a million flaming pieces.

INT. LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

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

INT. REBEL BASE - COMMAND CENTER

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

HAN
You all right?

Leia nods.  She is surprised to see him.

LEIA
Why are you still here?

HAN
I heard the command center had
been hit.

LEIA
You got your clearance to leave.

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

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

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

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

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

HAN
Come on... that's it.

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

Leia looks exhausted.  Han grabs her and starts to lead her out.

As Han, Leia, and Threepio run out of the command center, the code
signal can be heard echoing off the corridor walls.

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

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

EXT. BATTLEFIELD - SNOW TRENCH

Rebel troops retreat under the awesome Imperial onslaught.

OFFICER
Begin retreat!

SECOND OFFICER
Fall back!

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

EXT. HOTH - BATTLEFIELD

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

EXT. HOTH - SNOW TRENCH

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

EXT. HOTH - BATTLEFIELD - ICE PLAIN

On the battlefield, Luke watches as a walker foot rises and moves over
him.  He looks up at the underbelly of the huge walker, passing
overhead.

Running beneath the monstrous machine, Luke fires his harpoon gun at
the walker's underside.  A thin cable follows the projectile from the
gun.  The magnetic head and cable attach firmly to the metal hull.

Still running under the walker, Luke attaches the cable drum to his
belt buckle.  Soon he is pulled up the cable and hangs dangling
underneath the walker.

The walker's giant feet continue to pound onward across the frozen
snow.  Stray laser bolts whistle by Luke as he climbs up the cable to
the walker's hull, reaching a small hatch.  Hanging precariously, Luke
cuts the solid metal hatch with his laser sword.

He takes a landmine from around his neck and throws it inside the
Imperial machine.  Quickly, Luke starts down the cable and crashes onto
the icy ground far below.  He lies unconscious as a giant rear leg
passes by - and just misses him.

The giant walker stops in mid-step.  A muffled explosion comes from
within - and then the walker's mechanical insides  are spewed out every
conceivable opening.  The machine sits dead in its tracks, smoking like
a locomotive on stilts.

EXT. HOTH - BATTLEFIELD

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

INT. IMPERIAL SNOW WALKER - COCKPIT

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

VEERS
Distance to power generators?

PILOT
One-seven, decimal two-eight.

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

VEERS
Target.  Maximum fire power.

EXT. HOTH - BATTLEFIELD

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

INT. HOTH - REBEL BASE - ICE CORRIDORS

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

He takes the comlink from his pocket.

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

Han and Leia turn and race down the corridor.

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

INT. HOTH - REBEL BASE - COMMAND CENTER

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

INT. HOTH - REBEL BASE - ICE CORRIDOR

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

THREEPIO
Wait!  Wait for me!  Wait!  Stop!

The door to the hangar closes in his face.

THREEPIO
(exasperated)
How typical.

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

HAN
Come on.

INT. HOTH - REBEL BASE - MAIN HANGAR

Chewie paces under the shelter of the Millennium Falcon's landing gear. 
The giant Wookiee pats the underbelly of his beloved ship and barks a
few reassuring words.  As he searches worriedly for his captain,
something at last catches his eye.

Chewie lets out a relieved shriek at seeing Han and Leia running toward
the ship.  The Wookiee runs out into the falling ice, lets out a howl,
then runs up the ship's ramp.  Han and Leia run up the ramp after him,
closely followed by Threepio.

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

THREEPIO
Wait!  Wait!

INT. HOTH - REBEL BASE - ICE CORRIDOR

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

INT. REBEL BASE - MAIN HANGER - MILLENNIUM FALCON

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

INT. MAIN HANGAR - MILLENNIUM FALCON - MAIN HOLD

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

HAN
(to Chewie)
How's this?

The Wookiee barks a negative reply.

LEIA
Would it helped if I got out and
pushed?

HAN
It might.

Threepio clanks into the hold.

THREEPIO
Captain Solo, Captain Solo... sir,
might I suggest that you...

Han gives the gold robot a devastating look.

THREEPIO
It can wait.

INT. MAIN HANGAR - MILLENNIUM FALCON - COCKPIT

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

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, sweetheart.

Han and Leia look out the cockpit window and see a squad of
stormtroopers rushing into the far side of the hangar.

Quickly, Han straps himself into the pilot's seat and Leia into the
navigator's chair.

INT. HOTH - REBEL BASE - MAIN HANGAR

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

EXT. MAIN HANGAR - MILLENNIUM FALCON

A laser gun appears on the Falcon and swings around to aim at the
Imperial troops.

The stormtroopers, preparing to fire their bazooka cannon, are hit by
the Falcon's fire and are thrown about in all directions.

INT. MAIN HANGAR - MILLENNIUM FALCON - COCKPIT

Chewie rushes into the cockpit.

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

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

HAN
See?

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

Han looks at Chewie.

HAN
Punch it!

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

INT. REBEL BASE - MAIN HANGAR

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

EXT. HOTH - ICE SLOPE - DAY

Luke and two other pilots look up as the Millennium Falcon races above
them, flying very close to the ground.

The three pilots turn then, and trudge onward toward their X-wing
fighters, each going to his own ship.  Luke waves farewell, then heads
toward his own fighter. 

Artoo, seated on his cubbyhole, chirps an excited greeting as Luke
climbs aboard the spacecraft.

LUKE
Artoo!  Get her ready for takeoff.

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

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

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

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

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

EXT. SPACE -  LUKE'S X-WING

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

INT.  LUKE'S X-WING - COCKPIT

Luke, looking thoughtful, suddenly makes a decision.  He flips several
switches.  The stars shift as he takes his fighter into a steep turn. 
The X-wing banks sharply and flies away in a new direction.

The monitor screen on Luke's control panel prints out a question from
the concerned Artoo.

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

Artoo beeps once again.

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

Artoo begins a protest, whistling an unbelieving, "What?!"

Luke reads Artoo's exclamation on his control panel.

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

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

LUKE
(into comlink)
Yes, Artoo?

Artoo utters a soft, carefully phrased steam of whistles.

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

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

EXT. SPACE - MILLENNIUM FALCON

The Millennium Falcon speeds away from Hoth, closely followed by one
huge Star Destroyer and four tiny TIE fighters.

As it is pursued, the Falcon races toward two very bright star-sized
objects.

INT. MILLENNIUM FALCON - COCKPIT

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

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

LEIA
Saw what?

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

Threepio bumps and bangs his way into the cockpit.

THREEPIO
Sir, sir!  Might I suggest...

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

Chewie barks a reply as he readjusts an overhead switch.

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

EXT. SPACE - MILLENNIUM FALCON - STAR DESTROYERS

The Millennium Falcon races toward one of the huge oncoming Star
Destroyers.  Suddenly, the Falcon starts into a deep dive straight
down, closely followed by four TIE fighters.  The underside of the Star