S T A R   W A R S





                              EPISODE VI





                         REVENGE OF THE JEDI





                                  BY



                           LAWRENCE KASDAN



                                 AND



                             GEORGE LUCAS







                            FROM THE NOVEL



                                  BY



                             GEORGE LUCAS







                   SECOND DRAFT - DECEMBER 19, 1982





1    SPACE                                                           1



     The boundless heavens serve as a back-drop for the MAIN TITLE,

     followed by a ROLL-UP, which crawls into infinity.



               Episode VI:



               REVENGE OF THE JEDI...

               Luke Skywalker has returned to his home

               planet of Tatooine in an attempt to rescue

               his friend Han Solo from the clutches of the

               vile gangster Jabba the Hutt.



               Little does Luke know that the GALACTIC

               EMPIRE has secretly begun construction on a

               new armored space station even more powerful

               than the first dreaded Death Star.



               When completed, this ultimate weapon will

               spell certain doom for the small band of

               Rebels struggling to restore freedom to the

               galaxy...



     PAN DOWN to reveal a monstrous half-completed Death Star, its

     massive superstructure curling away from the completed section

     like the arms of a giant octopus. Beyond, in benevolent contrast,

     floats the small, green moon of ENDOR.



     An Imperial Star Destroyer moves overhead toward the massive

     armored space station, followed by two zipping TIE fighters. A

     small Imperial shuttle rockets from the main bay of the ship and

     hustles toward the Death Star.



2    INT IMPERIAL SHUTTLE - COCKPIT                                  2



     The shuttle captain makes contact with the Death Star.



                              SHUTTLE CAPTAIN

               Command station, this is ST 321. Code

               Clearance Blue. We're starting our approach.

               Deactivate the security shield.



                              DEATH STAR CONTROLLER

                              (filtered VO)

               The security deflector shield will be

               deactivated when we have confirmation of your

               code transmission. Stand by... You are clear

               to proceed.



                              SHUTTLE CAPTAIN

               We're starting our approach.



3    INT DEATH STAR - CONTROL ROOM                                   3



     Operators move about among the control panels. A SHIELD OPERATOR

     hits switches beside a large screen, on which is a display of the

     Death Star, the moon Endor, and a bright web delineating the

     invisible deflector shield.



     A control officer rushes over to the shield operator.



                              OFFICER

               Inform the commander that Lord Vader's

               shuttle has arrived.



                              OPERATOR

               Yes, sir.



     The control officer moves to a view port and watches as the

     Imperial shuttle lands in the massive docking bay. A squad of

     Imperial stormtroopers moves into formation before the craft.



4    INT DEATH STAR - MAIN DOCKING BAY                               4



     The DEATH STAR COMMANDER, MOFF JERJERROD, a tall, confident

     technocrat, strides through the assembled troops to the base of

     the shuttle ramp. The troops snap to attention; many are uneasy

     about the new arrival. But the Death Star commander stands

     arrogantly tall.



     The exit hatch of the shuttle opens with a WHOOSH, revealing only

     darkness. Then, heavy FOOTSTEPS AND MECHANICAL BREATHING. From

     this black void appears DARTH VADER, LORD OF THE SITH. Vader

     looks over the assemblage as he walks down the ramp.



                              JERJERROD

               Lord Vader, this is an unexpected pleasure.

               We're honored by your presence.



                              VADER

               You may dispense with the pleasantries,

               Commander. I'm here to put you back on

               schedule.



     The commander turns ashen and begins to shake.



                              JERJERROD

               I assure you, Lord Vader, my men are working

               as fast as they can.



                              VADER

               Perhaps I can find new ways to

               motivate them.



                              JERJERROD

               I tell you, this station will be operational

               as planned.



                              VADER

               The Emperor does not share your

               optimistic appraisal of the situation.



                              JERJERROD

               But he asks the impossible. I need more men.



                              VADER

               Then perhaps you can tell him when he

               arrives.



                              JERJERROD (aghast)

               The Emperor's coming here?



                              VADER

               That is correct, Commander. And he is most

               displeased with your apparent lack of

               progress.



                              JERJERROD

               We shall double our efforts.



                              VADER

               I hope so, Commander, for your sake. The

               Emperor is not as forgiving as I am.



5    EXT ROAD TO JABBA'S PALACE - TATOOINE                           5



     A lonely, windswept road meanders through the desolate Tatooine

     terrain. We HEAR a familiar BEEPING and a distinctive reply

     before catching sight of ARTOO-DETOO and SEE-THREEPIO, making

     their way along the road toward the ominous palace of Jabba the

     Hutt.



                              THREEPIO

               Of course I'm worried. And you should be,

               too. Lando Calrissian and poor Chewbacca

               never returned from this awful place.



     Artoo whistles timidly.



                              THREEPIO

               Don't be so sure. If I told you half the

               things I've heard about this Jabba the Hutt,

               You'd probably short-circuit.



     The two droids fearfully approach the massive gate to the palace.



                              THREEPIO

               Artoo, are you sure this is the right place?

               I better knock, I suppose.



6    EXT JABBA'S PALACE - GATE                                       6



     Threepio looks around for some kind of signaling device, then

     timidly knocks on the iron door.



                              THREEPIO (instantly)

               There doesn't seem to be anyone there. Let's

               go back and tell Master Luke.



     A small hatch in the middle of the door opens and a spidery

     mechanical arm, with a large electronic eyeball on the end, pops

     out and inspects the two droids.



                              STRANGE VOICE

               Tee chuta hhat yudd!



                              THREEPIO

               Goodness gracious me!



     Threepio points to Artoo, then to himself.



                              THREEPIO

               Artoo Detoowha bo Seethreepiowha ey toota odd

               mischka Jabba du Hutt.



     The eye looks from one robot to the other, there is a laugh then

     the eye zips back into the door. The hatch slams shut. Artoo

     beeps his concern.



                              THREEPIO

               I don't think they're going to let us in,

               Artoo. We'd better go.



     Artoo beeps his reluctance as Threepio turns to leave. Suddenly

     the massive door starts to rise with a horrific metallic SCREECH.

     The robots turn back and face an endless black cavity. The droids

     look at one another, afraid to enter.



     Artoo starts forward into the gloom. Threepio rushes after his

     stubby companion. The door lowers noisily behind them.



                              THREEPIO

               Artoo, wait. Oh, dear! Artoo. Artoo, I really

               don't think we should rush into all this.



     Artoo continues down the corridor, with Threepio following.



                              THREEPIO

               Oh, Artoo!  Artoo, wait for me!



7    INT JABBA'S PALACE - HALLWAY                                    7



     The door slams shut with a loud crash that echoes throughout the

     dark passageway. The frightened robots are met by two giant,

     green GAMORREAN GUARDS, who fall in behind them. Threepio glances

     quickly back at the two lumbering brutes, then back to Artoo. One

     guard grunts an order. Artoo beeps nervously.



                              THREEPIO

               Just you deliver Master Luke's message and

               get us out of here. Oh my! Oh! Oh, no.



     Walking toward them out of the darkness is BIB FORTUNA, a

     humanlike alien with long tentacles protruding from his skull.



                              BIB

               Die Wanna Wanga!



                              THREEPIO

               Oh, my! Die Wanna Wauaga. We -- we bring a

               message to your master, Jabba the Hutt.



     Artoo lets out a series of quick beeps.



                              THREEPIO (cont)

               ... and a gift.

               (thinks a moment, then to Artoo)

               Gift, what gift?



     Bib shakes his head negatively.



                              BIB

               Nee Jabba no badda. Me chaade su goodie.



     Bib holds out his hand toward Artoo and the tiny droid backs up a

     bit, letting out a protesting array of squeaks. Threepio turns to

     the strange-looking alien.



                              THREEPIO

               He says that our instructions are to give it

               only to Jabba himself.



     Bib thinks about this for a moment.



                              THREEPIO

               I'm terribly sorry. I'm afraid he's ever so

               stubborn about these sort of things.



     Bib gestures for the droids to follow.



                              BIB

               Nudd Chaa.



     The droids follow the tall, tentacled alien into the darkness,

     trailed by the two guards.



                              THREEPIO

               Artoo, I have a bad feeling about this.



8    INT JABBA'S THRONE ROOM                                         8



     The throne room is filled with the vilest, most grotesque

     CREATURES ever conceived in the universe. Artoo and Threepio seem

     very small as they pause in the doorway to the dimly lit chamber.

     Light shafts partially illuminate the drunken courtiers as Bib

     Fortuna crosses the room to the platform upon which rests the

     leader of this nauseating crowd: JABBA THE HUTT. The monarch of

     the galactic underworld is a repulsive blob of bloated fat with a

     maniacal grin. Chained to the horrible creature is the beautiful

     alien female dancer named OOLA. At the foot of the dais sits an

     obnoxious birdlike creature, SALACIOUS CRUMB. Bib whispers

     something in the slobbering degenerate's ear. Jabba laughs

     horribly, at the two terrified droids before him. Threepio bows

     politely.



                              THREEPIO

               Good morning.



                              JABBA

               Bo Shuda!



     The robots jump forward to stand before the repulsive, loose-

     skinned villain.



                              THREEPIO

               The message, Artoo, the message.



     Artoo whistles, and a beam of light projects from his domed head,

     creating a HOLOGRAM of LUKE on the floor. The image grows to over

     ten feet tall, and the young Jedi towers over the space

     gangsters.



                              LUKE

               Greetings, Exalted One. Allow me to introduce

               myself. I am Luke Skywalker, Jedi Knight and

               friend to Captain Solo. I know that you are

               powerful, mighty Jabba, and that your anger

               with Solo must be equally powerful. I seek an

               audience with Your Greatness to bargain for

               Solo's life. (Jabba's crowd laughs) With your

               wisdom, I'm sure that we can work out an

               arrangement which will be mutually beneficial

               and enable us to avoid any unpleasant

               confrontation. As a token of my goodwill, I

               present to you a gift: these two droids.



     Threepio is startled by this announcement.



                              THREEPIO

               What did he say?



                              LUKE (cont)

               ... Both are hardworking and will serve you

               well.



                              THREEPIO

               This can't be! Artoo, you're playing the

               wrong message.



     Luke's hologram disappears.



     Jabba laughs while Bib speaks to him in Huttese.



                              JABBA (in Huttese subtitled)

               There will be no bargain.



                              THREEPIO

               We're doomed.



                              JABBA (in Huttese subtitled)

               I will not give up my favorite decoration. I

               like Captain Solo where he is.



     Jabba laughs hideously and looks toward an alcove beside the

     throne. Hanging high, flat against the wall, exactly as we saw

     him last, is a carbonized HAN SOLO.



                              THREEPIO

               Artoo, look! Captain Solo. And he's still

               frozen in carbonite.



9    INT DUNGEON CORRIDOR                                            9



     One of Jabba's Gamorrean guards marches Artoo and Threepio down a

     dank, shadowy passageway lined with holding cells. The cries of

     unspeakable creatures bounce off the cold stone walls.

     Occasionally a repulsive arm or tentacle grabs through the bars

     at the hapless droids. Artoo beeps pitifully.



                              THREEPIO

               What could possibly have come over Master

               Luke. Is it something I did? He never

               expressed any unhappiness with my work. Oh!

               Oh! Hold it! Ohh!



     A large tentacle wraps around Threepio's neck. He manages to

     break free, and they move on to a door at the end of the

     corridor.



10   INT BOILER ROOM                                                10



     The door slides open, revealing a room filled with steam and

     noisy machinery. The guard motions them into the boiler room,

     where they are met by a tall, thin humanlike robot named EV-9D9

     (EVE-NINEDENINE). Behind the robot can be seen a torture rack

     pulling the legs off a screaming baby work droid. A second

     power droid is upside down.  As smoking branding irons are

     pressed into his feet, the stubby robot lets out an agonized

     electronic scream. Artoo and Threepio cringe as the guard grunts

     to EV-9D9.



                              NINEDENINE

               Ah, good. New acquisitions. You are a

               protocol droid, are you not?



                              THREEPIO

               I am See-Threepio, human-cy...



                              NINEDENINE

               Yes or no will do.



                              THREEPIO

               Oh. Well, yes.



                              NINEDENINE

               How many languages do you speak?



                              THREEPIO

               I am fluent in over six million forms of

               communication, and can readily...



                              NINEDENINE

               Splendid! We have been without an interpreter

               since our master got angry with our last

               protocol droid and disintegrated him.



                              THREEPIO

               Disintegrated?



                              NINEDENINE (to a Gamorrean guard)

               Guard! This protocol droid might be useful.

               Fit him with a restraining bolt and take him

               back to His Excellency's main audience

               chamber.



     The guard shoves Threepio toward the door.



                              THREEPIO (disappearing)

               Artoo, don't leave me! Ohhh!



     Artoo lets out a plaintive cry as the door closes. Then he beeps

     angrily.



                              NINEDENINE

               You're a feisty little one, but you'll soon

               learn some respect. I have need for you on

               the master's Sail Barge. And I think you'll

               fit in nicely.



     The poor work droid in the background lets out another tortured

     electronic scream.



11   INT JABBA'S THRONE ROOM                                        11



     The court of Jabba the Hutt is in the midst of a drunken, raucous

     party. Sloppy, smelly monsters cheer and make rude noises as Oola

     and a fat female dancer perform in front of Jabba's throne.



     Jabba leers at the dancers and with a lustful gleam in his eye

     beckons Oola to come and sit with him. She stops dancing and

     backs away, shaking her head. Jabba gets angry and points to a

     spot next to him.



                              JABBA

               Da Eitha!



     The lovely alien shakes her head again and screams.



                              OOLA

               Na Chuba negatorie Na! Na! Natoota...



     Jabba is furious and pulls her toward him, tugging on the chain.



                              JABBA

               Boscka!



     He pushes a button and, before the dancer can flee, a trap door

     in the floor springs open and swallows her up. As the door snaps

     shut, a muffled growl is followed by a hideous scream. Jabba and

     his monstrous friends laugh hysterically and several revelers

     hurry over to watch her fate through a grate.



     Threepio cringes and glances wistfully at the carbonite form of

     Han Solo, but is immediately distracted by a gunshot offscreen.

     An unnatural quiet sweeps the boisterous gathering. On the far

     side of the room, the crush of debauchers moves aside to allow

     the approach of two guards followed by BOUSHH, an oddly cloaked

     bounty hunter, leading his captive, Han Solo's copilot, CHEWBACCA

     THE WOOKIEE.



     Bib takes his place next to his disgusting master, and whispers

     into his ear, pointing at Chewbacca and the bounty hunter. Jabba

     listens intently, then the bounty hunter bows before the gangster

     and speaks a greeting in a strange, electronically processed

     tongue (Ubese).



                              BOUSHH (in Ubese subtitled)

               I have come for the bounty on this Wookiee.



                              THREEPIO

               Oh, no! Chewbacca!



                              JABBA (in Huttese subtitled)

               At last we have the mighty Chewbacca.



     Jabba lets out a loud, long, blood-curdling laugh and turns to

     Threepio, waving him closer. The reluctant droid obeys.



                              THREEPIO

               Oh, uh, yes, uh, I am here, Your

               Worshipfulness. Uh... yes!



     Jabba continues speaking, as Threepio nervously translates.

     Boushh listens, studying the dangerous creatures around the room.

     He notices BOBA FETT standing near the door.



                              THREEPIO

               Oh. The illustrious Jabba bids you welcome

               and will gladly pay you the reward of twenty-

               five thousand.



                              BOUSHH (in Ubese subtitled)

               I want fifty thousand. No less.



     Jabba immediately flies into a rage, knocking the golden droid

     off the raised throne into a clattering heap on the floor. Boushh

     adjusts his weapon as Jabba raves in Huttese and Threepio

     struggles back onto the throne. The disheveled droid tries to

     compose himself.



                              THREEPIO

               Uh, oh... but what, what did I say?

               (to Boushh)

               Uh, the mighty Jabba asks why he must pay

               fifty thousand.



     The bounty hunter holds up a small silver ball in his hand.

     Threepio looks at it, then looks at Jabba, then back to the

     bounty hunter. The droid is very nervous and Jabba is getting

     very impatient.



                              THREEPIO

               Because he's holding a thermal detonator.



     The guards instantly back away, as do most of the other monsters

     in the room. Jabba stares at the silver ball, which begins to

     glow in the bounty hunter's hand. The room has fallen into a

     tense hush. Jabba stares at the bounty hunter malevolently until

     a sly grin creeps across his vast mouth and he begins to laugh.



                              JABBA (in Huttese subtitled)

               This bounty hunter is my kind of scum.

               Fearless and inventive.



     Jabba continues.



                              THREEPIO

               Jabba offers the sum of thirty-five. And I

               suggest you take it.



     Bib and the other monsters study the bounty hunter and wait for

     his reaction. Boushh releases a switch on the thermal detonator

     and it goes dead.



                              BOUSHH

               Zeebuss.



                              THREEPIO

               He agrees!



     The raucous crowd of monsters erupts in a symphony of cheers and

     applause as the party returns to its full noisy pitch. Chewbacca

     growls. As he is led away we spot LANDO CALRISSIAN, disguised as

     a skiff guard in a partial face mask. The band starts up and

     dancing girls take the center of the floor, to the hoots of the

     loudly appreciative creatures.



     Boushh leans against a column with gunfighter cool and surveys

     the scene, his gaze stopping only when it connects with a glare

     from across the room. Boba Fett is watching him. Boushh shifts

     slightly, cradling his weapon lovingly. Boba Fett shifts with

     equally ominous arrogance.



12   INT DUNGEON CORRIDOR AND CELL                                  12



     Gamorrean guards lead Chewie down the same hallway we saw before.

     When a tentacle reaches out at the Wookiee, Chewie's ferocious

     ROAR echoes against the walls and the tentacle snaps back into

     its cell in terror. It takes all the guards to hurl Chewie

     roughly into a cell, slamming the door behind him. Chewie lets

     out a pathetic howl and bangs on the iron door.



13   EXT JABBA'S PALACE                                             13



     The palace is sitting in the light of the double sunset. On the

     road in front, a large toadlike creature flicks its tongue out

     for a desert rodent and burps in satisfaction.



14   INT JABBA'S THRONE ROOM - NIGHT                                14



     Silence. The room is deserted, only the awful debris of the alien

     celebration giving mute witness to the activity here before.

     Several drunk creatures lie unconscious around the room, snoring

     loudly.



     A shadowy figure moves stealthily among the columns at the

     perimeter of the room and is revealed to be Boushh, the bounty

     hunter. He picks his way carefully through the snoring, drunken

     monsters.



     Han Solo, the frozen space pirate, hangs spotlighted on the wall,

     his coffin-like case suspended by a force field. The bounty

     hunter deactivates the force field by flipping a control switch

     to one side of the coffin. The heavy case slowly lowers to the

     floor of the alcove.



     Boushh steps up to the case, studying Han, then turns to the

     controls on the side of the coffin. He activates a series of

     switches and, after one last, hesitant look at Han, slides the

     decarbonization lever. The case begins to emit a sound as the

     hard shell covering the contours of Han's face begins to melt

     away. The bounty hunter watches as Han's body is freed of its

     metallic coat and his forearms and hands, previously raised in

     reflexive protest, drop slackly to his side. His face muscles

     relax from their mask of horror. He appears quite dead.



     Boushh's ugly helmet leans close to Han's face listening for the

     breath of life. Nothing. He waits. Han's eyes pop open with a

     start and he begins coughing. The bounty hunter steadies the

     staggering newborn.



                              BOUSHH

               Just relax for a moment. You're free of the

               carbonite.



     Han touches his face with his hand and moans.



                              BOUSHH

               Shhh. You have hibernation sickness.



                              HAN

               I can't see.



                              BOUSHH

               You eyesight will return in time.



                              HAN

               Where am I?



                              BOUSHH

               Jabba's palace.



                              HAN

               Who are you?



     The bounty hunter reaches up and lifts the helmet from his head,

     revealing the beautiful face of PRINCESS LEIA.



                              LEIA

               Someone who loves you.



                              HAN

               Leia!



                              LEIA

               I gotta get you out of here.



     As Leia helps her weakened lover to stand up, the relative quiet

     is pierced by an obscene HUTTESE CACKLE from the other side of

     the alcove.



                              HAN

               What's that? I know that laugh.



     The curtain on the far side of the alcove opens, revealing Jabba

     the Hutt, surrounded by Bib and other aliens. He laughs again,

     and his gross cronies join in a cacophony of alien glee.



                              HAN

               Hey, Jabba. Look, Jabba, I was just on my way

               to pay you back, but I got a little

               sidetracked. It's not my fault.



     Jabba laughs.



                              JABBA (in Huttese subtitled)

               It's too late for that, Solo. You may have

               been a good smuggler, but now you're Bantha

               fodder.



                              HAN

               Look...



                              JABBA (cont Huttese subtitled)

               Take him away!



     The guards grab Han and start to lead him away.



                              HAN

               Jabba... I'll pay you triple! You're throwing

               away a fortune here. Don't be a fool!



     Han is dragged off, as Lando quickly moves forward and attempts

     to lead Leia away.



                              JABBA (in Huttese subtitled)

               Bring her to me.



     Jabba chuckles as Lando and a second guard drag the beautiful

     young princess toward him. Threepio peeks from behind a monster

     and quickly turns away in disgust.



                              LEIA

               We have powerful friends. You're gonna regret

               this...



                              JABBA (in Huttese subtitled)

               I'm sure.



     Inexorably her lovely face moves to within a few inches of

     Jabba's ugly blob of a head, and Leia turns away in disgust.



                              LEIA

               Ugh!



                              THREEPIO

               Ohhh, I can't bear to watch.



15   INT DUNGEON CELL                                               15



     The heavy metal door of the dungeon whines and slowly creaks

     open. A guard throws the blinded star captain into the dark cell

     and the door slams shut behind him, leaving only a thin sliver of

     light from a crack in the door. Han is trying to collect himself

     when suddenly a growl is heard from the far side of the cell. He

     jumps back against the cell door and listens.



                              HAN

               Chewie? Chewie, is that you?



     The shadowy figure lets out a crazy yell and races toward Han,

     lifting him off the ground with a big hug that carries them into

     the light, revealing Chewie.



                              HAN

               Ah! Chew--Chewie!



     The giant Wookiee barks with glee.



                              HAN

               Wait. I can't see, pal. What's goin' on?



     Chewie barks an excited blue streak.



                              HAN

               Luke? Luke's crazy. He can't even take care

               of himself, much less rescue anybody.



     Chewie barks a reply.



                              HAN

               A...Jedi Knight? I--I'm out of it for a

               little while, everybody gets delusions of

               grandeur.



     Chewie growls insistently. He holds Han to his chest and pets his

     head.



                              HAN

               I'm all right, pal. I'm all right.



16   INT MAIN GATE AND HALL - JABBA'S PALACE                        16



     Noisily, the main gate lifts to flood the blackness with blinding

     LIGHT and reveal the silhouetted figure of LUKE SKYWALKER. He is

     clad in a robe similar to Ben's and wears neither pistol nor

     laser sword. Luke strides purposefully into the hallway. Two

     giant guards move to block Luke's path. Luke halts.



     Luke raises his hand and points at the puzzled guards, who

     immediately lower their spears and fall back. The young Jedi

     lowers his hand and moves on down the hallway.



     Bib Fortuna appears out of the gloom. He speaks to Luke as they

     approach each other, but Luke doesn't stop and Bib must reverse

     his direction and hurry alongside the young Jedi in order to carry

     on the conversation. Several other guards fall in behind them in

     the darkness.



                              LUKE

               I must speak with Jabba.



     Bib answers in Huttese, shaking his head in denial. Luke stops

     and stares at Bib; he raises his hand slightly.



                              LUKE

               You will take me to Jabba now!



     Bib turns in hypnotic response to Luke's command, and Luke

     follows him into the gloom.



                              LUKE

               You serve your master well.



     Bib responds.



                              LUKE

               And you will be rewarded.



17   INT JABBA'S THRONE ROOM                                        17



     Jabba is asleep on his throne, with Leia lying in front of him.

     Salacious sits by Jabba's tail, watching it wriggle. Leia is now

     dressed in the skimpy costume of a dancing girl; a chain runs

     from a manacle/necklace at her throat to her new master, Jabba

     the Hutt. Threepio stands behind Jabba as Bib comes up to the

     gangster slug.



                              THREEPIO

               At last! Master Luke's come to rescue me.



                              BIB

               Master.



     Jabba awakens with a start and Bib continues, in Huttese.



                              BIB

               ...Luke Skywalker, Jedi Knight.



                              JABBA (in Huttese subtitled)

               I told you not to admit him.



                              LUKE

               I must be allowed to speak.



                              BIB (in Huttese subtitled)

               He must be allowed to speak.



     Jabba, furious, clobbers Bib and shoves him away.



                              JABBA (in Huttese subtitled)

               You weak-minded fool! He's using an old Jedi

               mind trick.



     Luke stares hard at Jabba.



                              LUKE

               You will bring Captain Solo and the Wookiee

               to me.



                              JABBA (in Huttese subtitled)

               Your mind powers will not work on me, boy.



                              LUKE

               Nevertheless, I'm taking Captain Solo and his

               friends. You can either profit by this... or

               be destroyed! It's your choice. But I warn

               you not to underestimate my powers.



     Jabba's laugh is mean and loud. Threepio attempts to warn Luke

     about the pit.



                              THREEPIO

               Master Luke, you're standing on...



                              JABBA (in Huttese subtitled)

               There will be no bargain, young Jedi. I shall

               enjoy watching you die.



     Luke reaches out, and a pistol jumps out of a guard's holster and

     flies into Luke's hand. The bewildered guard grabs for it as

     Jabba raises his hand.



                              JABBA

               Bascka!



     The floor suddenly drops away, sending Luke and the hapless guard

     into the pit. The pistol goes off, blasting a hole in the

     ceiling. Jabba laughs and his courtiers join in. Leia starts

     forward but is restrained by a human guard-- Lando, recognizable

     behind his mask. She looks at him and he shakes his head "no."



18   INT RANCOR PIT                                                 18



     Luke and the guard have dropped twenty-five feet from a chute

     into the dungeonlike cage. Luke gets to his feet as the guard

     yells hysterically for help. A crowd gathers up around the edge

     of the pit as the door in the side of the pit starts to RUMBLE

     open. The guard screams in panic. Luke looks calmly around for a

     means of escape.



                              THREEPIO

               Oh, no! The Rancor!



     At the side of the pit, an iron door rumbles upward and a giant,

     fanged RANCOR emerges. The guard runs to the side of the pit and

     tries futilely to scramble to the top. The hideous beast closes

     in on him.



     The Rancor moves past Luke, and as the guard continues to

     scramble, the Rancor picks him up and pops him into its slavering

     jaws. A few screams, and the guard is swallowed with a gulp. The

     audience cheers and laughs at the guard's fate.



     The monster turns and starts for Luke. The young Jedi dashes away

     just ahead of the monster's swipe at him, and picks up the long

     arm bone of an earlier victim. The monster grabs Luke and brings

     him up to his salivating mouth. At the last moment, Luke wedges

     the bone in the monster's mouth and is dropped to the floor. The

     monster bellows in rage and flails about, hitting the side of the

     pit, causing an avalanche.



     The monster crushes the bone in its jaws and sees Luke, who

     squeezes into a crevice in the pit wall. Luke looks past the

     monster to the holding cave beyond. On the far side of the

     holding cave is a utility door--if only he can get to it. The

     Rancor spots Luke and reaches into the crevice for him. Luke

     grabs a large rock and raises it, smashing it down on the

     Rancor's finger.



19   HOLDING TUNNEL - RANCOR PIT                                    19



     The Rancor lets out a loud howl as Luke makes a run for the

     holding cave. He reaches the door and pushes a button to open it.

     When he succeeds, he sees a heavy barred gate between him and

     safety. Beyond the gate two guards look up from their dinner.

     Luke turns to see the monster heading for him, and pulls with all

     his might on the gate. The guards move to the gate and start

     poking at the young Jedi with spears, laughing.



     Luke crouches (against the wall) as the monster starts to reach

     for him. Suddenly he notices a main door control panel halfway up

     the wall. As the Rancor moves in for the kill, Luke picks up a

     skull from the cave floor and hurls it at the panel. The giant

     overhead door comes crashing down on the beast's head, squashing

     it like a sledgehammer on an egg.



     A startled gasp is heard from the stunned court. There's

     consternation at this turn of events. Heads look to Jabba, who is

     actually turning red with anger. Leia cannot suppress her joy.

     Jabba utters harsh commands to his guards and they hurry off.



                              JABBA (in Huttese subtitled)

               Bring me Solo and the Wookiee. They will all

               suffer for this outrage.



21   INT RANCOR PIT                                                 21



     The Rancor KEEPERS have come into the cage and are examining

     their dead beast. One of them breaks down and weeps. The other

     glares menacingly at Luke, who is unworried. Several guards rush

     into the holding tunnel and take Luke away.



22   INT THRONE ROOM                                                22



     The crowd of creepy courtiers parts as Han and Chewie are brought

     into the throne room, and other guards drag Luke up the steps.



                              LUKE

               Han!



                              HAN

               Luke!



                              LUKE

               Are you all right?



                              HAN

               Fine. Together again, huh?



                              LUKE

               Wouldn't miss it.



                              HAN

               How are we doing?



                              LUKE

               The same as always.



                              HAN

               That bad, huh? Where's Leia?



     Luke looks to Leia.



                              LEIA

               I'm here.



     Threepio is standing behind the grotesque gangster as he strokes

     Leia like a pet cat. Several of the guards, including Lando,

     bring Luke from the other side of the room. Boba is standing

     behind Jabba.



     Threepio steps forward and translates for the captives.



                              THREEPIO

               Oh, dear. His High Exaltedness, the great

               Jabba the Hutt, has decreed that you are to

               be terminated immediately.



                              HAN

               Good, I hate long waits.



                              THREEPIO

               You will therefore be taken to the Dune Sea

               and cast into the pit of Carkoon, the nesting

               place of the all-powerful Sarlacc.



                              HAN (to Luke)

               Doesn't sound so bad.



                              THREEPIO

               In his belly, you will find a new definition

               of pain and suffering, as you are slowly

               digested over a thousand years.



                              HAN

               On second thought, let's pass on that, huh?



     Chewie barks his agreement.



                              LUKE

               You should have bargained, Jabba. That's the

               last mistake you'll ever make.



     Jabba cackles evilly at this.



     As the guards drag the prisoners from the throne room, a loud

     cheer rises from the crowd. Leia and Chewie exchange concerned

     looks, but Luke Skywalker, Jedi warrior, cannot suppress a smile.



23   EXT TATOOINE SEA - SKIFF                                       23



     Jabba's huge SAIL BARGE moves above the desert surface

     accompanied by two smaller SKIFFS. One of the skiffs glides

     close, revealing Luke, Han, and Chewie -- all in bonds --

     surrounded by guards, one of whom is Lando in disguise.



                              HAN

               I think my eyes are getting better. Instead

               of a big dark blur, I see a big light blur.



                              LUKE

               There's nothing to see. I used to live here,

               you know.



                              HAN

               You're gonna die here, you know. Convenient.



                              LUKE

               Just stick close to Chewie and Lando. I've

               taken care of everything.



                              HAN

               Oh... great!



24   INT BARGE OBSERVATION DECK                                     24



     Jabba the Hutt rides like a sultan in the massive antigravity

     ship. His entire retinue is with him, drinking, eating, and

     having a good time. Leia is watching her friends in the skiff

     when the chain attached to her neck is pulled tight and Jabba

     tugs the scantily clad princess to him.



                              JABBA (in Huttese subtitled)

               Soon you will learn to appreciate me.



     Threepio wanders among the Sail Barge aliens, bumping into a

     smaller droid serving drinks, spilling them all over the place.

     The stubby droid lets out an angry series of beeps and whistles.



                              THREEPIO

               Oh, I'm terribly sor... Artoo! What are you

               doing here?



     Artoo beeps a quick reply.



                              THREEPIO

               Well, I can see you're serving drinks, but

               this place is dangerous. They're going to

               execute Master Luke and, if we're not

               careful, us too!



              Artoo whistles a singsong response.



                              THREEPIO

               Hmm.  I wish I had your confidence.



25   EXT SARLACC PIT                                                25



     The convoy moves up over a huge sand pit. The Sail Barge stops to

     one side of the depression, as does the escort skiff. But the

     prisoner's skiff moves out directly over the center and hovers.

     At the bottom of the deep cone of sand is a repulsive, mucous-

     lined hole, surrounded by thousands of needle-sharp teeth. This

     is the SARLACC. A plank is extended from the edge of the

     prisoner's skiff. Guards release Luke's bonds and shove him out

     onto the plank above the Sarlacc's mouth.



26   EXT SAIL BARGE OBSERVATION DECK                                26



     Jabba and Leia are now by the rail, watching. Threepio leans

     forward and the slobbering villain mumbles something to him. As

     Threepio steps up to a comlink, Jabba raises his arm and the

     motley array of intergalactic pirates fall silent. Threepio's

     voice is amplified across loudspeakers.



                              THREEPIO

               Victims of the almighty Sarlacc: His

               Excellency hopes that you will die honorably.

               But should any of you wish to beg for mercy,

               the great Jabba the Hutt will now listen to

               your pleas.



27   EXT SKIFF                                                      27



     Han steps forward arrogantly and begins to speak.



                              HAN

               Threepio, you tell that slimy piece of...

               worm-ridden filth he'll get no such pleasure

               from us. Right?



     Chewie growls his agreement.



                              LUKE

               Jabba! This is your last chance. Free us or

               die.



     Lando moves unobtrusively along the skiff as Luke shoots a quick

     look of conspiracy to him.



28   INT SAIL BARGE OBSERVATION DECK                                28



     The assembled monsters rock with mocking laughter as Artoo zips

     unnoticed up the ramp to the upper deck. Jabba's laughter

     subsides as he speaks into the comlink.



                              JABBA (in Huttese subtitled)

               Move him into position.



     Jabba makes a thumbs-down gesture. Leia looks worried.



29   EXT BARGE - UPPER DECK                                         29



     Artoo appears from below and zips over to the rail facing the

     pit. Below, in the skiff, Luke is prodded by a guard to the edge

     of the plank over the gaping Sarlacc. Luke looks up at Artoo,

     then gives a jaunty salute: the signal the little droid has been

     waiting for. A flap opens in Artoo's domed head.



                              JABBA (in Huttese subtitled)

               Put him in.



30   EXT SKIFF - PLANK                                              30



     Luke is prodded and jumps off the plank to the cheers of the

     bloodthirsty spectators. But, before anyone can even perceive

     what is happening, he spins around and grabs the end of the plank

     by his fingertips. The plank bends wildly from his weight and

     catapults him skyward. In midair he does a complete flip and

     drops down on the end of the plank in the same spot he just

     vacated, but facing the skiff. He casually extends an open palm

     and -- his lightsaber, which Artoo has sent arcing toward him,

     drops into his hand.



     With samurai speed, Luke ignites it and attacks the guard who

     prodded him off the plank, sending the hapless monster screaming

     overboard. The other guards swarm toward Luke. He wades into

     them, lightsaber flashing. Lando struggles with another guard at

     the back of the skiff.



31   EXT SARLACC PIT                                                31



     A bewildered guard lands in the soft, sandy slope of the pit, and

     begins sliding. He claws desperately as a Sarlacc tentacle grabs

     him and pulls him screaming into the viscous mouth.



32   INT SAIL BARGE                                                 32



     Jabba watches this and explodes in rage. He barks commands, and

     the guards around him rush off to do his bidding. The scuzzy

     creatures watching the action from the window are in an uproar.



33   EXT SKIFF                                                      33



     Luke knocks another guard off the skiff and into the waiting

     mouth of the Sarlacc. He starts to untie Chewie's bonds.



                              LUKE

               Easy, Chewie.



     At that moment, the deck gunmen on the barge unleash a series of

     blasts from a big cannon on the upper deck. Lando is tossed from

     the deck of the rocking skiff. He manages to grab a rope, and

     dangles desperately above the Sarlacc pit.



                              LANDO

               Whoa! Whoa! Help!



34   EXT UPPER DECK - SAIL BARGE                                    34



     With two swift strides, the dangerous Boba Fett ignites his

     rocket pack, leaps into the air, and flies from the barge down to

     the skiff.



35   EXT SKIFF                                                      35



     Boba lands on the skiff and starts to aim his laser gun at Luke,

     who has freed Han and Chewie from their bonds. But before Boba

     can fire, the young Jedi spins on him, lightsaber sweeping, and

     hacks the bounty hunter's gun in half.



     Immediately, the skiff takes another direct hit from the barge's

     deck gun. Shards of skiff deck fly. Chewie and Han are thrown

     against the rail.



                              HAN

               Chewie, you okay? Where is he?



     The Wookiee is wounded and he howls in pain.



                              HAN

               I'm okay, pal.



     For a moment, Luke is distracted, and in that moment, Boba fires

     a cable out of his armored sleeve. Instantly, Luke is wrapped in

     a strong cable, his arms pinned against his side, his sword arm

     free only from the wrist down.  Luke bends his wrist so the lightsaber

     points straight up to reach the wire lasso and cuts through. Luke

     shrugs away the cable and stands free.



     Another blast from the Barge's deck gun hits near Boba and he is

     knocked unconscious to the deck, next to where Lando is hanging.



                              LANDO

               Han! Chewie?



                              HAN

               Lando!



     Luke is a little shaken but remains standing as a fusillade

     brackets him. The second skiff, loaded with guards firing their

     weapons, moves in on Luke fast. Luke leaps toward the incoming

     second skiff. The young Jedi leaps into the middle of the second

     skiff and begins decimating the guards from their midst.



     Chewie, wounded, tries to lift himself as he barks directions to

     Han, guiding him toward a spear which has been dropped by one of

     the guards. Han searches the deck as Chewie barks directions;

     finally he grabs hold of the spear.



     Boba Fett, badly shaken, rises from the deck. He looks over at

     the other skiff, where Luke is whipping a mass of guards. Boba

     raises his arm, and aims his lethal appendage.



     Chewie barks desperately at Han.



                              HAN

               Boba Fett?! Boba Fett?! Where?



     The space pirate turns around blindly, and the long spear in his

     hand whacks squarely in the middle of Boba's rocket pack.



     The impact of the swing causes the rocket pack to ignite. Boba

     blasts off, flying over the second skiff like a missile, smashing

     against the side of the huge Sail Barge and sliding away into the

     pit. He screams as his armored body makes its last flight past

     Lando and directly into the mucous mouth of the Sarlacc. The

     Sarlacc burps. Chewie growls a weak congratulations to Han.



36   INT SAIL BARGE                                                 36



     Leia turns from the spectacle outside, leaps onto Jabba's throne,

     and throws the chain that enslaves her over his head around his

     bulbous neck. Then she dives off the other side of the throne,

     pulling the chain violently in her grasp. Jabba's flaccid neck

     contracts beneath the tightening chain. His huge eyes bulge from

     their sockets and his scum-coated tongue flops out. The Exalted

     Hutt's huge tail spasms through its death throes and then slams

     down into final stillness. Leia struggles to free herself of her

     bondage.



37   EXT SKIFF                                                      37



     Luke continues to destroy the aliens on the guards' skiff, as Han

     extends his spear downward to Lando, who is still dangling

     precariously from a rope on the prisoner's skiff.



                              HAN

               Lando, grab it!



                              LANDO

               Lower it!



                              HAN

               I'm trying!



     A major hit from the barge deck gun knocks the skiff on its side.

     Han and almost everything else on board slides overboard. The

     rope breaks, and Lando falls to the side of the Sarlacc pit.

     Luckily, Han's foot catches on the skiff railing and he dangles

     above Lando and the pit. The wounded Wookiee holds onto the skiff

     for dear life as another hit from the deck gun rocks the skiff

     violently.



                              HAN

               Whoa! Whoa! Grab me, Chewie! I'm slipping.



     Chewie grabs hold of Han's feet, holding him upside down, as Han

     extends the spear toward Lando, who is clutching to the side of

     the pit.



                              HAN

               Grab it! L--Lando. Grab!



     Luke finishes off the last guard on the second skiff. He sees the

     deck gun blasting away at his helpless companions. Luke leaps

     from the skiff, across a chasm of air, to the sheer metallic side

     of the Sail Barge. Barely able to get a fingerhold, he begins a

     painful climb up the hull, when suddenly an ax smashes through a

     window an inch from his head. With Jedi agility, Luke grasps the

     wrist holding the ax and yanks the helpless guard through the broken

     window and into the deadly pit.



     The injured Chewie is reaching over the rail for the dangling

     Han, who is in turn blindly reaching down toward the desperate

     Lando. The Baron has stopped his slippage down the sandy slope of

     the Sarlacc pit by lying very still. Every time he tries to reach

     for Han, the loose sand moves him closer to his final reward.



                              HAN

               Grab it! Almost... You almost got it!



     Another blast hits the front of the tilted skiff, causing Lando

     to let go of the spear.



                              LANDO

               Hold it! Whoa!



     Again Han extends the spear toward Lando.



                              HAN

               Gently now. All... all right. Now easy, easy.

               Hold me, Chewie.



     Lando screams. One of the Sarlacc's tentacles has wrapped tightly

     around his ankle, dragging him down the side of the pit.



                              HAN

               Chewie! Chewie, give me the gun. Don't move,

               Lando.



                              LANDO

               No, wait! I thought you were blind!



                              HAN

               It's all right. Trust me. Don't move.



                              LANDO

               All right! A little higher! Just a little

               higher!



     Han adjusts his aim as Lando lowers his head, and the fuzzy-eyed

     pirate fires at the tentacle. Direct hit. The tentacle releases

     Lando, and Chewie starts to pull them on board the skiff.



                              HAN

               Chewie, Pull us up! Come on! Okay... up,

               Chewie, up!



38   EXT UPPER DECK                                                 38



     The deck gunners have Chewie and the desperate dangling human

     chain in their gun sights when something up on deck commands

     their attention: Luke, standing before them like a pirate king,

     ignites his lightsaber. The deck gunners have barely reached for

     their pistols before the young Jedi has demolished them.

     Immediately, Luke turns to see two more gunners (who have been

     uncovering a giant gun at the end of the barge) racing for him,

     firing their laser pistols.



39   INT SAIL BARGE - OBSERVATION DECK                              39



     Leia is struggling against her chains in desperation as Artoo

     zips through the tumult of confused monsters to the rescue; the

     stubby little droid extends a small laser gun and blasts the

     chain apart.



                              LEIA

               Come on. We gotta get out of here quick.



     Artoo and Leia race for the exit, passing Threepio, who is

     kicking and screaming as Salacious Crumb, the reptilian monkey-

     monster picks out one of the golden droid's eyes.



                              THREEPIO

               Not my eyes! Artoo, help! Quickly, Artoo. Oh!

               Ohhh! You beast!



     Artoo zips over and zaps Salacious, sending him skyward with a

     scream, crashing into the rafters as Artoo, Leia, and Threepio

     (with his eye dangling from a wire) hurry off.



40   EXT UPPER DECK - SAIL BARGE                                    40



     Luke is warding off laser blasts with his lightsaber, surrounded

     by guards and fighting like a demon. Leia emerges onto the deck

     as Luke turns to face another guard.



                              LUKE (to Leia)

               Get the gun! Point it at the deck!



     Leia turns toward the barge cannon, climbs on the platform, and

     swivels the gun around.



                              LUKE

               Point it at the deck!



     A laser blast hits Luke's mechanical hand and he bends over in

     pain, but manages to swing his lightsaber upward and take out the

     last of the guards. He looks at the wounded hand, which reveals

     the mechanism. He flexes the hand; it still works.



     Near the rail of the upper deck, Artoo and Threepio steady

     themselves as Threepio gets ready to jump. Artoo beeps wildly.



                              THREEPIO

               Artoo, where are we going? I couldn't

               possibly jump.



     Artoo butts the golden droid over the edge and steps off himself,

     tumbling toward the sand.



     Luke runs along the empty deck toward Leia and the barge gun,

     which she has brought around to point down at the deck.



                              LUKE

               Come on!



     Luke has hold on one of the rigging ropes from the mast. He

     gathers Leia in his other arm and kicks the trigger of the deck

     gun. The gun explodes into the deck as Luke and Leia swing out

     toward the skiff.



41   EXT SKIFF                                                      41



     Han leans panting against the rail as Chewie helps Lando onto the

     deck. Luke and Leia land on the skiff with flair.



                              LUKE

               Let's go! And don't forget the droids.



                              LANDO

               We're on our way.



     The Sail Barge is exploding in stages in the distance. Half of

     the huge craft is on fire.



42   EXT SAND DUNE                                                  42



     Threepio's legs stick straight up from the dune where he landed.

     Next to it, Artoo's periscope is the only thing above the sand.

     The skiff floats above them and two large electromagnets dangle

     down on a wire. With a loud CLANG, both droids are pulled from

     the sand.



43   EXT DUNE SEA                                                   43



     The little skiff skips around the burning Sail Barge, which

     continues its chain of explosions. As the skiff sails off across

     the desert, the barge settles to the sand and disappears in one

     final conflagration.



44   EXT DUNE SEA - LANDING AREA                                    44



     A ferocious sandstorm blocks our view. Then, through the ROAR, we

     HEAR THE VOICES of our heroes. They emerge slowly from the veil

     of sand, pressing on against the wind. First come Artoo and

     Threepio, followed by Leia guiding Han, then Luke and Lando come

     into view, each supporting one side of the towering Chewbacca,

     who hobbles from his wound.



     Soon, they can make out some large vague shapes in the blowing

     sand. It is the Millennium Falcon and, parked beside it, Luke's

     trusty X-wing and a two-seated Y-wing. They must shout to be

     heard.



                              HAN

               I don't know. All I can see is a lot of

               blowing sand!



                              LEIA

               That's all any of us can see.



                              HAN (blinking)

               Then I guess I'm getting better.



     As soon as the group huddles under the bulk of the Falcon, the

     wind dies down to something more describable as a severe weather

     condition. Threepio hits a switch, and the gang-plank lowers with

     a HUM.



                              HAN (turning to Luke)

               I've got to hand it to you, kid, you were

               pretty good out there.



                              LUKE (shrugging it off)

               I had a lot of help. Think nothing of it.



                              HAN

               No, I'm thinking a lot about it. That carbon

               freeze was the closest thing to dead there

               is. And it wasn't just sleepin'. It was a big

               wide awake nothing!



     Luke nods, as Chewie growls affectionately at the young Jedi

     warrior, mussing his hair like a proud uncle. And Leia warmly

     hugs him.



                              LUKE (moving to his ship)

               I'll see you back at the fleet.



                              HAN

               Why don't you leave that crate and come with

               us?



                              LUKE

               I have a promise I have to keep first... to

               an old friend.



     Luke and Artoo take off in their spacecraft.



                              HAN

               (looking dubiously at Lando, obviously

               remembering his friend's betrayal and

               subsequent aide)

               Guess I owe you some thanks, too, Lando.



                              LANDO

               Figured if I left you frozen like that you'd

               just give me bad luck the rest of my life, so

               I might as well get you unfrozen sooner or

               later.



                              LEIA

               He means "You're welcome."



                              LANDO

               Come on, let's get off this miserable dust

               ball.



44A  EXT SPACE ABOVE TATOOINE                                      44A



     The desolate yellow planet fills the screen, Luke's X-wing

     appears and peels off to the left. A moment later, the FALCON

     appears as a dot and grows huge, to roar directly over the

     CAMERA.



45   INT X-WING - COCKPIT                                           45



     Luke is at the controls, with Artoo attached behind him outside

     the canopy. Luke speaks into his comlink to the others, in the

     MILLENNIUM FALCON.



                              LUKE

               I'll meet you back at the fleet.



                              LEIA (over comlink)

               Hurry. The Alliance should be assembled by

               now.



                              LUKE

               I will.



                              HAN (over comlink)

               Hey, Luke, thanks. Thanks for comin' after

               me. Now I owe you one.



     A message from Artoo appears on the small monitor screen in front

     of Luke. He smiles at the monitor and speaks to Artoo, as he

     pulls a black glove on to cover his wounded mechanical hand.



                              LUKE

     That's right, Artoo. We're going to the Dagobah system. I have a

     promise to keep... to an old friend.



46   EXT SPACE - DEATH STAR AND ENDOR                               46



     A Super Star Destroyer and several ships of the Imperial Fleet

     rest in space above the half-completed Death Star and its green

     neighbor, Endor. Four squads of TIE fighters escort an Imperial

     shuttle toward the Death Star.



47   INT DEATH STAR - CORRIDOR TO DOCKING BAY                       47



     Lord Vader strides down the hallway, accompanied by a very

     nervous Death Star commander.



48   INT DOCKING BAY - DEATH STAR                                   48



     Thousands of Imperial troops in tight formation fill the mammoth

     docking bay. Vader and the officer walk to the landing platform,

     where the shuttle is coming to rest.



     The shuttle's ramp lowers and the Emperor's Royal Guards come out

     and create a lethal perimeter. The assembled troops move to rigid

     attention with a momentous SNAP.



     Then, in the huge SILENCE which follows, the EMPEROR appears. He

     is a rather small, shriveled old man. His bent frame slowly makes

     its way down the ramp with the aid of a gnarled cane. He wears a

     hooded cloak similar to the one Ben wears, except that it is

     black. The Emperor's face is shrouded and difficult to see,

     except for his piercing yellow eyes. Commander Jerjerrod and

     Darth Vader kneel to him. The Supreme Ruler of the galaxy beckons

     to the Dark Lord.



                              EMPEROR (to Vader)

               Rise, my friend.



     Vader rises and falls in next to the Emperor as he slowly makes

     his way along the rows of troops. Jerjerrod and the other

     commanders stay kneeling until the Supreme Ruler and Vader,

     followed by several Imperial dignitaries, pass by; only then do

     they join in the procession.



                              VADER

               The Death Star will be completed on schedule.



                              EMPEROR

               You have done well, Lord Vader. And now I

               sense you wish to continue your search for

               young Skywalker.



                              VADER

               Yes, my Master.



                              EMPEROR

               Patience, my friend. In time he will seek you

               out. And when he does, you must bring him

               before me. He has grown strong. Only together

               can we turn him to the dark side of the

               Force.



                              VADER

               As you wish.



                              EMPEROR

               Everything is proceeding as I have foreseen.



     He laughs to himself as they pass along the vast line of Imperial

     troops.



49   EXT YODA'S HOUSE - DAGOBAH                                     49



     Once again, Artoo finds himself waiting around in the damp

     environs of the swamp planet, and he's none too happy about it.

     He beeps disconsolately to himself and turns to look at Yoda's

     cottage. Warm yellow light escapes the oddly shaped windows to

     fight the gloom.



50   INT YODA'S HOUSE                                               50



     The tip of a walking stick taps hesitantly across the earthen

     floor of the cottage. Our view travels up the stick to the small

     green hand that clutches it, and then to the familiar face of

     YODA, THE JEDI MASTER. His manner is frail, and his voice, though

     cheerful, seems weaker.



                              YODA

               Hmm. That face you make. Look I so old to

               young eyes?



     Luke is sitting in a corner of the cramped space and, indeed, his

     look has been woeful. Caught, he tries to hide it.



                              LUKE

               No... of course not.



                              YODA (tickled, chuckles)

               I do, yes, I do!  Sick have I become. Old and

               weak. (Points a crooked finger) When nine

               hundred years old you reach, look as good you

               will not. Hmm?



     Yoda chuckles at this, coughs, and hobbles over toward his bed.



                              YODA

               Soon will I rest. Yes, forever sleep. Earned

               it, I have.



     Yoda sits himself on his bed, with great effort.



                              LUKE

               Master Yoda, you can't die.



                              YODA

               Strong am I with the Force... but not that

               strong! Twilight is upon me and soon night

               must fall. That is the way of things ... the

               way of the Force.



                              LUKE

               But I need your help. I've come back to

               complete the training.



                              YODA

               No more training do you require. Already know

               you that which you need.



     Yoda sighs, and lies back on his bed.



                              LUKE

               Then I am a Jedi?



                              YODA (shakes his head)

               Ohhh. Not yet. One thing remains: Vader. You

               must confront Vader. Then, only then, a Jedi

               will you be. And confront him you will.



     Luke is in agony. He is silent for a long moment, screwing up his

     courage. Finally he is able to ask.



                              LUKE

               Master Yoda... is Darth Vader my father?



     Yoda's eyes are full of weariness and compassion. An odd, sad

     smile creases his face. He turns painfully on his side, away from

     Luke.



                              YODA

               Mmm... rest I need. Yes... rest.



     Luke watches him, each moment an eternity.



                              LUKE

               Yoda, I must know.



                              YODA

               Your father he is.



     Luke reacts as if cut.



                              YODA

               Told you, did he?



                              LUKE

               Yes.



     A new look of concern crosses Yoda's face.  He closes his eyes.



                              YODA

               Unexpected this is, and unfortunate...



                              LUKE

               Unfortunate that I know the truth?



     Yoda opens his eyes again and studies the youth.



                              YODA (gathering all his strength)

               No. Unfortunate that you rushed to face

               him... that incomplete was your training. Not

               ready for the burden were you.



                              LUKE

               Well, I'm sorry.



                              YODA

               Remember, a Jedi's strength flows from the

               Force.  But beware.  Anger, fear, aggression.

               The dark side are they.  Once you start down

               the dark path, forever will it dominate your

               destiny.



     He beckons the young Jedi closer to him.



                              YODA

               Luke...Luke...Do not...Do not underestimate

               the powers of the Emperor, or suffer your

               father's fate, you will. Luke, when gone am I

               (cough), the last of the Jedi will you be.

               Luke, the Force runs strong in your family.

               Pass on what you have learned, Luke... (with

               great effort) There is...

               another...Sky...Sky...walker.



     He catches his breath. A shiver runs through the ancient green

     creature, and he dies. Luke stares at his dead master as he

     disappears in front of his eyes.



51   EXT DAGOBAH SWAMP - X-WING                                     51



     Luke wanders back to where his ship is sitting. Artoo beeps a

     greeting, but is ignored by his depressed master. Luke kneels

     down, begins to help Artoo with the ship, then stops and shakes

     his head dejectedly.



                              LUKE

               I can't do it, Artoo. I can't go on alone.



                              BEN (OS)

               Yoda will always be with you.



     Luke looks up to see the shimmering image of BEN KENOBI.



                              LUKE

               Obi-Wan! Why didn't you tell me?



     The ghost of Ben Kenobi approaches him through the swamp.



                              LUKE

               You told me Vader betrayed and murdered my

               father.



                              BEN

               You father was seduced by the dark side of

               the Force. He ceased to be Anakin Skywalker

               and became Darth Vader. When that happened,

               the good man who was your father was

               destroyed. So what I have told you was

               true... from a certain point of view.



                              LUKE (turning away, derisive)

               A certain point of view!



                              BEN

               Luke, you're going to find that many of the

               truths we cling to depend greatly on our own

               point of view.



     Luke is unresponsive. Ben studies him in silence for a moment.



                              BEN

               I don't blame you for being angry. If I was

               wrong in what I did, it certainly wouldn't

               have been for the first time. You see, what

               happened to your father was my fault.



     Ben pauses sadly.



                              BEN

               Anakin was a good friend.



     Luke turns with interest at this. As Ben speaks, Luke settles on

     a stump, mesmerized. Artoo comes over to offer his comforting

     presence.



                              BEN

               When I first knew him, your father was

               already a great pilot. But I was amazed how

               strongly the Force was with him.  I took it

               upon myself to train him as a Jedi.  I

               thought that I could instruct him just as

               well as Yoda.  I was wrong.  My pride has

               had terrible consequences for the galaxy.



     Luke is entranced.



                              LUKE

               There's still good in him.



                              BEN

               I also thought he could be turned back to the

               good side. It couldn't be done. He is more

               machine now than man. Twisted and evil.



                              LUKE

               I can't do it, Ben.



                              BEN

               You cannot escape your destiny.



                              LUKE

               I tried to stop him once. I couldn't do it.



                              BEN

               Vader humbled you when first you met him,

               Luke...but that experience was part of your

               training. It taught you, among other things,

               the value of patience.  Had you not been so

               impatient to defeat Vader then, you could

               have finished your training here with Yoda.

               You would have been prepared.



                              LUKE

               But I had to help my friends.



                              BEN (grinning at Luke's indignation)

               And did you help them? It was they who had to

               save you. You achieved little by rushing back

               prematurely, I fear.



                              LUKE (with sadness)

               I found out Darth Vader was my father.



                              BEN

               To be a Jedi, Luke, you must confront and

               then go beyond the dark side - the side your

               father couldn't get past. Impatience is

               the easiest door - for you, like your father.

               Only, your father was seduced by what he

               found on the other side of the door, and you

               have held firm. You're no longer so reckless

               now, Luke. You are strong and patient. And

               now, you must face Darth Vader again!



                              LUKE

               I can't kill my own father.



                              BEN

               Then the Emperor has already won. You were

               our only hope.



                              LUKE

               Yoda spoke of another.



                              BEN

               The other he spoke of is your twin sister.



                              LUKE

               But I have no sister.



                              BEN

               Hmm. To protect you both from the Emperor,

               you were hidden from your father when you

               were born. The Emperor knew, as I did, if

               Anakin were to have any offspring, they would

               be a threat to him. That is the reason why

               your sister remains safely anonymous.



                              LUKE

               Leia! Leia's my sister.



                              BEN

               Your insight serves you well. Bury your

               feelings deep down, Luke. They do you credit.

               But they could be made to serve the Emperor.



     Luke looks into the distance, trying to comprehend all this.



                              BEN (continuing his narrative)

               When your father left, he didn't know your

               mother was pregnant. Your mother and I knew

               he would find out eventually, but we wanted

               to keep you both as safe as possible, for as

               long as possible.  So I took you to live with

               my brother Owen on Tatooine... and your mother

               took Leia to live as the daughter of Senator

               Organa, on Alderaan.



     Luke turns, and settles near Ben to hear the tale.



                              BEN (attempting to give solace with his words)

               The Organa household was high-born and

               politically quite powerful in that system.

               Leia became a princess by virtue of

               lineage... no one knew she'd been adopted, of

               course. But it was a title without real

               power, since Alderaan had long been a

               democracy.  Even so, the family continued to

               be politically powerful, and Leia, following

               in her foster father's path, became a senator

               as well.  That's not all she became, of

               course... she became the leader of her cell

               in the Alliance against the corrupt Empire.

               And because she had diplomatic immunity, she

               was a vital link for getting information to

               the Rebel cause.  That's what she was doing

               when her path crossed yours... for her foster

               parents had always told her to contact me on

               Tatooine, if her troubles became desperate.



     Luke is overwhelmed by the truth, and is suddenly protective of

     his sister.



                              LUKE

               But you can't let her get involved now, Ben.

               Vader will destroy her.



                              BEN

               She hasn't been trained in the ways of the

               Jedi the way you have, Luke ... but the Force

               is strong with her, as it is with all of your

               family. There is no avoiding the battle. You

               must face and destroy Vader!



52   EXT SPACE - REBEL FLEET                                        52



     The vast Rebel Fleet stretches as far as the eye can see.

     Overhead a dozen small Corellian battleships fly in formation.

     Fighters and battlecruisers surround the largest of the Rebel

     Star Cruisers, the HEADQUARTERS FRIGATE.



53   INT HEADQUARTERS FRIGATE - MAIN BRIEFING ROOM                  53



     Hundreds of Rebel commanders of all races and forms are assembled

     in the WAR ROOM. WEDGE is among them. In the center of the room

     is a holographic model depicting the half-completed Imperial

     Death Star, the nearby Moon of Endor, and the protecting

     deflector shield.



     MON MOTHMA, the leader of the Alliance, enters the room. She is a

     stern but beautiful woman in her fifties. Conferring with her are

     several military leaders, including GENERAL MADINE and ADMIRAL

     ACKBAR (a salmon-colored Mon Calamari). Lando moves through the

     crowd until he finds Han and Chewie, standing next to Leia and

     the two droids.



     Han peers at Lando's new insignia on his chest, and is amused.



                              HAN

               Well, look at you, a general, huh?



                              LANDO

               Oh, well, someone must have told them about

               my little maneuver at the battle of Taanab.



                              HAN (sarcastic)

               Well, don't look at me, pal. I just said you

               were a fair pilot. I didn't know they were

               lookin' for somebody to lead this crazy

               attack.



                              LANDO (smiling)

               I'm surprised they didn't ask you to do it.



                              HAN

               Well, who says they didn't.  But I

               ain't crazy. You're the respectable

               one, remember?



     Mon Mothma signals for attention, and the room falls

     silent.



                              MON MOTHMA

               The Emperor has made a critical error and the

               time for our attack has come.



     This causes a stir. Mon Mothma turns to a holographic model of

     the Death Star, the Endor moon and the protecting deflector

     shield in the center of the room.



                              MON MOTHMA

               The data brought to us by the Bothan spies

               pinpoints the exact location of the Emperor's

               new battle station. We also know that the

               weapon systems of this Death Star are not yet

               operational. With the Imperial Fleet spread

               throughout the galaxy in a vain effort to

               engage us, it is relatively unprotected. But

               most important of all, we've learned that the

               Emperor himself is personally overseeing the

               final stages of the construction of this

               Death Star.



     A volley of spirited chatter erupts from the crowd. Han turns to

     Leia as Chewie barks his amazement.



                              MON MOTHMA (cont)

               Many Bothans died to bring us this

               information. Admiral Ackbar, please.



     Admiral Ackbar steps forward and points to the Death Star's force

     field and the Moon of Endor.



                              ACKBAR

               You can see here the Death Star orbiting the

               forest Moon of Endor. Although the weapon

               systems on this Death Star are not yet

               operational, the Death Star does have a

               strong defense mechanism. It is protected by

               an energy shield, which is generated from the

               nearby forest Moon of Endor. The shield must

               be deactivated if any attack is to be

               attempted. Once the shield is down, our

               cruisers will create a perimeter, while the

               fighters fly into the superstructure and

               attempt to knock out the main reactor.



     There's a concerned murmur.



                              ACKBAR (cont)

               General Calrissian has volunteered to lead

               the fighter attack



     Han turns to Lando with a look of respect.



                              HAN

               Good luck.



     Lando nods his thanks.



                              HAN

               You're gonna need it.



                              ACKBAR

               General Madine.



     Madine moves center stage.



                              GENERAL MADINE

               We have stolen a small Imperial shuttle.

               Disguised as a cargo ship, and using a secret

               Imperial code, a strike team will land on the

               moon and deactivate the shield generator.



     The assembly begins to mumble among themselves.



                              THREEPIO

               Sounds dangerous.



                              LEIA (to Han)

               I wonder who they found to pull that off.



                              GENERAL MADINE

               General Solo, is your strike team assembled?



     Leia, startled, looks up at Han, surprise changing to admiration.



                              HAN

               Uh, my team's ready. I don't have a command

               crew for the shuttle.



     Chewbacca raises his hairy paw and volunteers.  Han looks up at

     him.



                              HAN

               Well, it's gonna be rough, pal. I didn't want

               to speak for you.



     Chewie waves that off with a huge GROWL.



                              HAN (smiles)

               That's one.



                              LEIA

               Uh, General... count me in.



                              VOICE (OS)

               I'm with you, too!



     They turn in that direction and peer into the crowd as there are

     more cheers. The commanders part, and there at the back stands

     Luke. Han and Leia are surprised and delighted.



     Leia moves to Luke and embraces him warmly. She senses a change

     in him and looks into his eyes questioningly.



                              LEIA

               What is it?



                              LUKE (hesitant)

               Ask me again sometime.



     Han, Chewie, and Lando crowd around Luke as the assembly breaks

     up.



                              HAN

               Luke.



                              LUKE

               Hi, Han... Chewie.



     Artoo beeps a singsong observation to a worried Threepio.



                              THREEPIO

               "Exciting" is hardly the word I would use.



54   INT HEADQUARTERS FRIGATE - MAIN DOCKING BAY                    54



     The Millennium Falcon rests beyond the stolen IMPERIAL SHUTTLE,

     which looks anomalous among all the Rebel ships in the vast

     docking bay. Chewie barks a final farewell to Lando and leads

     Artoo and Threepio up the shuttle, crowded now with the Rebel

     strike team loading weapons and supplies. Lando turns to face

     Han. Luke and Leia have said their good-byes and start up the

     ramp.



                              HAN

               Look. I want you to take her. I mean it. Take

               her. You need all the help you can get. She's

               the fastest ship in the fleet.



                              LANDO

               All right, old buddy. You know, I know what

               she means to you. I'll take good care of her.

               She-she won't get a scratch. All right?



                              HAN (looks at him warmly)

               Right. I got your promise now. Not a scratch.



                              LANDO

               Look, would you get going, you pirate.



     Han and Lando pause, then exchange salutes.



                              LANDO

               Good luck.



                              HAN

               You, too.



     Han goes up the ramp. Lando watches him go and then slowly turns

     away.



55   INT IMPERIAL SHUTTLE - COCKPIT                                 55



     Luke is working on a back control panel as Han comes in and takes

     the pilot's seat. Chewie, in the seat next to him, is trying to

     figure out all the Imperial controls.



                              HAN

               You got her warmed?



                              LUKE

               Yeah, she's comin' up.



     Chewie growls a complaint.



                              HAN

               No. I don't think the Empire had Wookiees in

               mind when they designed her, Chewie.



     Leia comes in from the hold and takes her seat near Luke.



     Chewie barks and hits some switches. Han's glance has stuck on

     something out the window: the Millennium Falcon. Leia nudges him

     gently.



                              LEIA

               Hey, are you awake?



                              HAN

               Yeah, I just got a funny feeling. Like I'm

               not gonna see her again.



     Chewie, hearing this, stops his activity and looks longingly out

     at the Falcon, too. Leia puts a hand on Han's shoulder.



                              LEIA (softly)

               Come on, General, let's move.



     Han snaps back to life.



                              HAN

               Right. Chewie, let's see what this piece of

               junk can do. Ready, everybody?



                              LUKE

               All set.



                              THREEPIO

               Here we go again.



                              HAN

               All right, hang on.



56   EXT SPACE - THE REBEL FLEET                                    56



     The stolen Imperial shuttle leaves the main docking bay of the

     Headquarters Frigate, lowers its wings into flight position, and

     zooms off into space.



57   INT EMPEROR'S THRONE ROOM                                      57



     The converted control room is dimly lit, except for a pool of

     light at the far end. There the Emperor sits in an elaborate

     control chair before a large window which looks out across the

     half-completed Death Star to the giant green moon of Endor.



     Darth Vader, standing with other members of the Imperial council,

     cautiously approaches his master. The ruler's back is to Vader.

     After several tense moments, the Emperor's chair rotates around

     to face him.



                              VADER

               What is thy bidding, my Master?



                              EMPEROR

               Send the fleet to the far side of Endor.

               There it will stay until called for.



                              VADER

               What of the reports of the Rebel fleet

               massing near Sullust?



                              EMPEROR

               It is of no concern. Soon the Rebellion will

               be crushed and young Skywalker will be one of

               us! Your work here is finished, my friend. Go

               out to the command ship and await my orders.



                              VADER

               Yes, my Master.



     Vader bows, then turns and exits the throne room as the Emperor

     walks toward the waiting council members.



58   EXT SPACE - DEATH STAR - MOON                                  58



     There is a great deal of Imperial traffic in the area as

     construction proceeds on the Death Star. Transports, TIE

     fighters, and a few Star Destroyers move about. Now the huge

     Super Star Destroyer announces itself with a low roar and soon

     fills the frame.



59   INT STOLEN IMPERIAL SHUTTLE - COCKPIT                          59



     Han looks back at Luke and Leia as Chewie flips several switches.

     Through the viewscreen, the Death Star and the huge Super Star

     Destroyer can be seen.



                              HAN

               If they don't go for this, we're gonna have

               to get outta here pretty quick, Chewie.



     Chewie growls his agreement.



                              CONTROLLER (over radio)

               We have you on our screen now. Please

               identify.



                              HAN

               Shuttle Tydirium requesting deactivation of

               the deflector shield.



                              CONTROLLER (over radio)

               Shuttle Tydirium, transmit the clearance code

               for shield passage.



                              HAN

               Transmission commencing.



     Leia and Chewbacca listen tensely as the sound of a high speed

     transmission begins.



                              LEIA

               Now we find out if that code is worth the

               price we paid.



                              HAN

               It'll work. It'll work.



     Chewie whines nervously. Luke stares at the Huge Super Star

     Destroyer that looms ever larger before them.



                              LUKE

               Vader's on that ship.



                              HAN

               Now don't get jittery, Luke. There are a lot

               of command ships. Keep your distance though,

               Chewie, but don't look like you're trying to

               keep your distance.



     Chewie barks a question.



                              HAN

               I don't know.  Fly casual.



                              LUKE

               I'm endangering the mission. I shouldn't have

               come.



                              HAN

               It's your imagination, kid. Come on. Let's

               keep a little optimism here.



     Chewie barks his worries as the Super Star Destroyer grows larger

     out the window.



60   INT VADER'S STAR DESTROYER - BRIDGE                            60



     Lord Vader stands, back to us, staring out a window at the Death

     Star. Now, some vibration felt only by him causes him to turn.

     After a moment of stillness, he walks down the row of controllers

     to where ADMIRAL PIETT is leaning over the tracking screen of the

     controller we've seen earlier. Piett straightens at Vader's

     approach.



                              VADER

               Where is that shuttle going?



                              PIETT (into comlink)

               Shuttle Tydirium, what is your cargo and

               destination?



                              PILOT VOICE (HAN)(filtered)

               Parts and technical crew for the forest moon.



     The Bridge Commander looks to Vader for a reaction.



                              VADER

               Do they have a code clearance?



                              PIETT

               It's an older code, sir, but it checks out. I

               was about to clear them.



     Vader looks upward, as he senses Luke's presence.



                              PIETT

               Shall I hold them?



                              VADER

               No. Leave them to me. I will deal with them

               myself.



                              PIETT (surprised)

               As you wish, my lord.

               (to controller) Carry on.



     Piett nods at controller, who switches on his comlink.



61   INT STOLEN IMPERIAL SHUTTLE - COCKPIT                          61



     The group waits tensely.



                              HAN

               They're not goin' for it, Chewie.



                              CONTROLLER (filtered)

               Shuttle Tydirium, deactivation of the shield

               will commence immediately. Follow your

               present course.



     Everyone breaths a sigh of relief. Everyone but Luke, who looks

     worried. Chewie barks.



                              HAN

               Okay! I told you it was gonna work. No

               problem.



62   EXT SPACE - STOLEN IMPERIAL SHUTTLE - ENDOR                    62



     The stolen Imperial shuttle moves off toward the green Sanctuary

     Moon.



63   EXT FOREST LANDING SITE - ENDOR                                63



     The stolen Imperial shuttle sits in a clearing of the moon's

     dark, primeval forest, dwarfed by the ancient towering trees.



     On an adjacent hill, the helmeted Rebel contingent makes its way

     up a steep trail. Leia and Han are slightly ahead of Chewie and

     Luke. The troops of the strike-team squad follow, with Artoo and

     Threepio bringing up the rear. Artoo beeps.



     Up ahead, Chewie and Leia reach a crest in the hill and drop

     suddenly to the ground, signaling the rest of the group to stop.

     Han and Luke crawl up to take a look.



                              THREEPIO

               Oh, I told you it was dangerous here.



     THEIR POV. Not far below them, two IMPERIAL SCOUTS are wandering

     through bushes in the valley below. Their two ROCKET BIKES are

     parked nearby.



                              LEIA

               Shall we try and go around?



                              HAN

               It'll take time. This whole party'll be for

               nothing if they see us.



     Leia motions for the squad to stay put, then she, Han, Luke and

     Chewie start quietly down.



64   EXT FOREST CLEARING - CAMPSITE                                 64



     The four friends make their way to the edge of the clearing not

     far from the two Imperial scouts.



                              HAN

               Chewie and I will take care of this. You stay

               here.



                              LUKE

               Quietly, there might be more of them out

               there.



                              HAN (grins)

               Hey... it's me.



     Han and Chewie turn and start through the bushes toward the

     scouts. Luke and Leia exchange smiles.



     Han sneaks up behind one of the scouts, steps on a twig and the

     scout whirls, knocking Han into a tree. The scout shouts for his

     companion.



                              SCOUT #1

               Go for help! Go!



     The second scout jumps on his speeder bike and takes off, but

     Chewie gets off a shot on his crossbow laser weapon, causing the

     scout to crash into a tree. Han and Scout #1 are in a rousing

     fistfight.



                              LUKE (sarcastic)

               Great. Come on.



     Luke starts for the scuffle, followed by Leia with her laser

     pistol drawn. As they run through the bushes, Leia stops and

     points to where two more scouts are sitting on their speeder

     bikes, with an unoccupied bike parked nearby.



                              LEIA

               Over there! Two more of them!



                              LUKE

               I see them. Wait, Leia!



     But Leia doesn't hear him and races for the remaining speeder

     bike. She starts it up and takes off as Luke jumps on the bike

     behind her.



                              LUKE (pointing to the controls)

               Quick! Jam their comlink. Center switch!



     Luke and Leia speed into the dense foliage in hot pursuit, barely

     avoiding two huge trees.



                              HAN

               Hey, wait! Ahhh!



     He flips the remaining scout to the ground.



65   EXT FOREST - THE BIKE CHASE                                    65



     The two fleeing Imperial scouts have a good lead as Luke and Leia

     pursue through the giant trees at 200 miles an hour, the fire

     from their bike's laser cannon hitting harmlessly near the moving

     targets.



                              LUKE

               Move closer!



     Leia guns it, closing the gap, as the two scouts recklessly veer

     through a narrow gap in the trees. One of the bikes SCRAPES a

     tree, slowing the scout.



                              LUKE

               Get alongside that one!



     Leia pulls her speeder bike up so close to the scout's bike that

     their steering vanes SCRAPE noisily. Luke leaps from his bike to

     the back of the scout's, grabs the Imperial warrior around the

     neck, and flips him off the bike, into a thick tree trunk. Luke

     gains control of the bike and follows Leia, who has pulled ahead.

     They tear off after the remaining scout.



                              LUKE

               Get him!



     The speeding chase passes TWO MORE IMPERIAL SCOUTS. These two

     swing into pursuit, chasing Luke and Leia, firing away with their

     laser cannon. The two Rebels look behind them just as Luke's bike

     takes a glancing hit.



                              LUKE (indicating the one ahead)

               Keep on that one! I'll take these two!



     With Leia shooting ahead, Luke suddenly slams his steering vanes

     into the braking mode. Luke's bike is a blur to the two pursuing

     scouts as they zip by him on either side. Luke slams his bike

     into forward and starts firing away, having switched places with

     his pursuers in a manner of seconds. Luke's aim is good and one

     scout's bike is blasted out of control. It explodes against a

     tree trunk.



     The scout's cohort takes one glance back at the flash and shifts

     into turbo drive, going even faster. Luke keeps on his tail.



     FAR AHEAD, Leia and the first scout are doing a highspeed slalom

     through the death-dealing trunks. Now Leia aims her bike skyward

     and rises out of sight.



     The scout turns in confusion, unable to see his pursuer.

     Suddenly, Leia dives down upon him from above, cannon blasting.

     The scout's bike takes a glancing hit.



     Leia moves in alongside him. The scout eyes her beside him,

     reaches down, and pulls out a handgun. Before Leia can react, the

     scout has blasted her bike, sending it out of control. Leia dives

     off as her bike explodes against a tree. The happy scout looks

     back at the explosion. But when he turns forward again, he is on

     a collision course with a giant fallen tree. He hits his brakes

     to no avail and disappears in a conflagration.



     ANOTHER PART OF THE FOREST: Luke and the last remaining scout

     continue their weaving chase through the trees. Now Luke moves up

     close. The scout responds by slamming his bike into Luke's. A

     fallen tree forms a bridge across their path. The scout zips

     under. Luke goes over the top and crashes his bike down on the

     scout's. Both riders look ahead - a wide trunk looms directly in

     Luke's path, but the scout's bike beside him makes it almost

     impossible for him to avoid it. Luke banks with all his might,

     leaning almost horizontal over the scout's bike, and is able to

     make it by, just clipping the tree. When he straightens, he and

     the scout discover that their two bikes have locked front vanes

     and are moving as one.



     Another big tree looms in Luke's path. He reacts instinctively

     and dives off his bike. The two bikes come apart a second before

     Luke's explodes against a tree. The scout sweeps out and circles

     back to find Luke.



     Luke rises from the undergrowth as the scout bears down on him

     and opens fire with his laser cannon. Luke ignites his laser

     sword and begins deflecting the bolts. The scout's bike keeps

     coming and it appears that in a second it will cut Luke in half.

     At the last instant, Luke steps aside and chops off the bike's

     control vanes with one mighty slash. The scout's bike begins to

     shudder, then, pitching and rolling, it rises up to slam directly

     into a tree in a giant ball of fire.



66   EXT SCOUT CAMPSITE - FOREST                                    66



     Han, Chewie, and the droids, along with the rest of the squad,

     wait anxiously in the clearing. Artoo's radar screen sticks out

     of his domed head and revolves, scanning the forest. He beeps.



                              THREEPIO

               Oh, General Solo, somebody's coming. Oh!



     Han, Chewie, and the rest of the squad raise their weapons.



     Luke steps out of the foliage to find the weapons trained on him.

     He's too tired to care. He plops himself down on a boulder and

     looks around.



                              HAN

               Luke! Where's Leia?



                              LUKE (concerned)

               What? She didn't come back?



                              HAN

               I thought she was with you.



                              LUKE

               We got separated.



     Luke and Han exchange a silent, grim look. Luke gets up wearily.



                              LUKE

               Hey, we better go look for her.



     Han nods, and signals to a Rebel officer.



                              HAN

               Take the squad ahead.  We'll meet at the

               shield generator at 0300.



                              LUKE

               Come on, Artoo.  We'll need your scanners.



     Luke, Chewie, Han, and the droids move off in one direction as

     the squad proceeds in another.



                              THREEPIO

               Don't worry, Master Luke.  We know what to

               do.



     They move off into the woods.



                              THREEPIO (to Artoo)

               And you said it was pretty here. Ugh!



67   EXT FOREST CLEARING - LEIA'S CRASH SITE                        67



     A strange little furry face with huge black eyes comes slowly

     into view. The creature is an EWOK, by the name of WICKET. He

     seems somewhat puzzled, and prods Leia with a spear. The princess

     groans; this frightens the stubby ball of fuzz and he prods her

     again. Leia sits up and stares at the three-foot-high Ewok. She

     tries to figure out where she is and what has happened. Her

     clothes are torn; she's bruised and disheveled.



     The Ewok jumps up and grabs a four-foot-long spear, which he

     holds in a defensive position. Leia watches him as he circles

     warily and begins poking her with the sharp point of the spear.



                              LEIA

               Cut it out!



     She stands up, and the Ewok quickly backs away.



                              LEIA

               I'm not gonna hurt you.



     Leia looks around at the dense forest, and at the charred remains

     of her speeder bike, then sits down, with a sigh, on a fallen

     log.



                              LEIA

               Well, looks like I'm stuck here. Trouble is,

               I don't know where here is.



     She puts her head in her hands to rub away some of the soreness

     from her fall. She looks over at the watchful little Ewok and

     pats the log beside her.



                              LEIA

               Well, maybe you can help me. Come on, sit

               down.



     Wicket holds his spear up warily and growls at her like a puppy.

     Leia pats the log again.



                              LEIA

               I promise I won't hurt you. Now come here.



     More growls and squeaks from the little bear creature.



                              LEIA

               All right. You want something to eat?



     She takes a scrap of food out of her pocket and offers it to him.

     Wicket takes a step backward, then cocks his head and moves

     cautiously toward Leia, chattering in his squeaky Ewok language.



                              LEIA

               That's right. Come on. Hmmm?



     Sniffing the food curiously, the Ewok comes toward Leia and sits

     on the log beside her. She takes off her helmet, and the little

     creature jumps back, startled again. He runs along the log,

     pointing his spear at her and chattering a blue streak. Leia

     holds out the helmet to him.



                              LEIA

               Look, it's a hat. It's not gonna hurt you.

               Look. You're a jittery little thing, aren't

               you?



     Reassured, Wicket lowers his spear and climbs back on the log,

     coming to investigate the helmet. Suddenly his ears perk up and

     he begins to sniff the air. He looks around warily, whispering

     some Ewokese warning to Leia.



                              LEIA

               What is it?



     Suddenly a laser bolt comes out of the foliage and explodes on

     the log next to Leia. Leia and Wicket both roll backwards off the

     log, hiding behind it. Leia holds her own laser gun ready, while

     Wicket disappears underneath the log. Another shot, and still no

     sight of anyone in the forest. Then Leia senses something and

     turns to find a large IMPERIAL SCOUT standing over her with his

     weapon pointed at her head. He reaches out his hand for her

     weapon.



                              SCOUT #l

               Freeze!  Come on, get up!



     She hands the weapon over, as a second scout emerges from the

     foliage in front of the log.



                              SCOUT #1

               Go get your ride and take her back to base.



                              SCOUT #2

               Yes, sir.



     The second scout starts toward his bike, as Wicket, crouched

     under the log, extends his spear and hits the first scout on the

     leg. The scout jumps and lets out an exclamation, and looks down

     at Wicket, puzzled. Leia grabs a branch and knocks him out. She

     dives for his laser pistol, and the second scout, now on his

     bike, takes off. Leia fires away and hits the escaping bike,

     causing it to crash into the first scout's bike, which flies end

     over end and explodes. The forest is quiet once more. Wicket

     pokes his fuzzy head up from behind the log and regards Leia with

     new respect. He mumbles his awe. Leia hurries over, looking

     around all the time, and motions the chubby little creature into

     the dense foliage.



                              LEIA

               Come on, let's get outta here.



     As they move into the foliage, Wicket takes the lead. He shrieks

     and tugs at Leia to follow him.



68   INT DEATH STAR - CORRIDOR TO EMPEROR'S TOWER                   68



     Darth Vader walks down the corridor to the Emperor's Tower and

     private elevator. The Emperor's private guard steps in Vader's

     path.



                              GUARD

               Halt! The Emperor does not wish to be

               disturbed at the moment.



                              VADER

               (raising his gloved hand to the two guards

               and choking them with the Force)

               The Emperor will see me, now!



                              GUARD

               (repeating Vader's command)

               The Emperor will see you, now.



69   INT EMPEROR'S TOWER - THRONE ROOM                              69



     Two red Imperial Guards stand watch at the elevator as the door

     opens to reveal Vader. Vader enters the eerie, foreboding throne

     room. It appears to be empty. His footsteps echo as he approaches

     the throne. He waits, absolutely still. The Emperor sits with his

     back to the Dark Lord.



                              EMPEROR

               I told you to remain on the command ship.



                              VADER

               A small Rebel force has penetrated the shield

               and landed on Endor.



                              EMPEROR (no surprise)

               Yes, I know.



                              VADER (after a beat)

               My son is with them.



                              EMPEROR (very cool)

               Are you sure?



                              VADER

               I have felt him, my Master.



                              EMPEROR

               Strange, that I have not. I wonder if your

               feelings on this matter are clear, Lord

               Vader.



     Vader knows what is being asked.



                              VADER

               They are clear, my Master.



                              EMPEROR

               Then you must go to the Sanctuary Moon and

               wait for them.



                              VADER (skeptical)

               He will come to me?



                              EMPEROR

               I have foreseen it. His compassion for you

               will be his undoing. He will come to you and

               then you will bring him before me.



                              VADER (bows)

               As you wish.



     The Dark Lord strides out of the throne room.



70   EXT FOREST CLEARING - LEIA'S CRASH SITE                        70



     Han, Luke, Chewie, and the two droids are spread out as they move

     through the heavy foliage near the clearing where we last saw

     Leia. Luke finds Leia's helmet, picks it up with an expression of

     concern.



                              HAN (OS)

               Luke! Luke!



     Luke runs with the helmet to where Han has found the charred

     wreckage of a speeder bike in the grass.



                              THREEPIO

               Oh, Master Luke.



                              LUKE

               There's two more wrecked speeders back there.

               And I found this.



     He tosses the helmet to Han.



                              THREEPIO

               I'm afraid that Artoo's sensors can find no

               trace of Princess Leia.



                              HAN (gravely)

               I hope she's alright.



     Chewbacca growls, sniffing the air, then, with a bark, pushes off

     through the foliage.



                              HAN

               What, Chewie? What? Chewie!



     The others rush to keep up with the giant Wookiee. As he scoots

     along, Artoo whistles nervously.



71   EXT FOREST - DENSE FOLIAGE                                     71



     The group has reached a break in the undergrowth. Chewie walks up

     to a tall stake planted in the ground. There is a dead animal

     hanging from it.



                              HAN

               Hey, I don't get it.



     The rest of the group joins the Wookiee around the stake.



                              HAN (cont)

               Nah, it's just a dead animal, Chewie.



     Chewie can't resist. He reaches toward the meat.



                              LUKE

               Chewie, wa-wait!  Don't!



     Too late. The Wookiee has already pulled the animal from the

     stake. SPROOING! The group finds itself hanging upside down in an

     Ewok net, suspended high above the clearing. Artoo lets out a

     wild series of beeps and whistles, and Chewie howls his regret.

     Their bodies are a jumble in the net. Han removes a Wookiee paw

     from his mouth.



                              HAN

               Nice work. Great, Chewie! Great! Always

               thinking with your stomach.



                              LUKE

               Will you take it easy? Let's just figure out

               a way to get out of this thing. (trying to

               free an arm) Han, can you reach my

               lightsaber?



                              HAN

               Yeah, sure.



     Artoo is at the bottommost point in the net. He extends his

     cutting appendage and begins slicing at the net. Han is trying to

     squeeze an arm past Threepio to get at Luke's lightsaber. The net

     continues to spin.



                              THREEPIO

               Artoo, I'm not sure that's such a good idea.

               It's a very long dro-o-op!!



     Artoo has cut through and the entire group tumbles out of the

     net, crashing to the ground. As they regain their senses and

     sit up, they realize they are surrounded by dozens of Ewoks,

     each brandishing a long spear.



                              HAN

               Wha--?  Hey!  Point that thing someplace

               else.



     Han pushes the spear wielded by TEEBO out of his face and a

     second Ewok warrior comes up to argue with Teebo. The spear

     returns to Han's face. He grabs it angrily and starts to go for

     his laser pistol.



                              HAN

               Hey!



                              LUKE

               Han, don't. It'll be all right.



     The Ewoks swarm through them and confiscate their weapons. Luke

     lets them take his lightsaber. Chewie growls at the furry

     critters.



                              LUKE

               Chewie, give 'em your crossbow.



     Artoo and Threepio are just untangling themselves. Threepio gets

     free of the net and sits up, rattled.



                              THREEPIO

               Oh, my head. Oh, my goodness!



     When the Ewoks see Threepio, they let out a gasp and chatter

     among themselves. Threepio speaks to them in their native tongue.

     The Ewok nearest him drops his spear and prostrates himself

     before the droid. In a moment, all the Ewoks have followed suit.

     Chewie lets out a puzzled bark. Han and Luke regard the bowed

     creatures in wonder. The Ewoks begin to chant at Threepio.



                              LUKE

               Do you understand anything they're saying?



                              THREEPIO

               Oh, yes, Master Luke!  Remember that I am

               fluent in over six million forms of

               communication.



                              HAN

               What are you telling them?



                              THREEPIO

               Hello, I think... I could be mistaken.

               They're using a very primitive dialect.  But

               I do believe they think I am some sort of god.



     Chewbacca and Artoo think that's very funny. Han and Luke

     exchange "what next?" looks.



                              HAN

               Well, why don't you use your divine influence

               and get us out of this?



                              THREEPIO

               I beg your pardon, General Solo, but that

               just wouldn't be proper.



                              HAN

               Proper?!



                              THREEPIO

               It's against my programming to impersonate a

               deity.



     Han moves toward Threepio threateningly.



                              HAN

               Why, you--



     Several Ewoks' spears are thrust in Han's face at the affront to

     their god. The Ewoks move in to protect their god and Han is

     surrounded by a menacing circle of spears, all aimed at him. He

     holds up his hands placatingly.



                              HAN

               My mistake. He's an old friend of mine.



72   EXT FOREST - SERIES OF SHOTS                                   72



     A procession of Ewoks winds through the ever-darkening forest.

     Their prisoners - Han, Luke, Chewie, and Artoo - are tied to long

     poles and wrapped in vines, cocoonlike.



     Each pole is carried on the shoulders of several Ewoks. Behind

     the captives, Threepio is carried on a litter, like a king, by

     the remaining creatures.



73   EXT FOREST WALKWAY - MOON FOREST                               73



     The procession moves along a shaky, narrow, wooden walkway, high

     in the giant trees. It stops at the end of the walkway, which

     drops off into nothingness. On the other side of the abyss is a

     village of mud huts and rickety walkways, attached to the giant

     trees. The lead Ewok takes hold of a long vine and swings across

     to the village square; the other Ewoks follow suit.



74   EXT EWOK VILLAGE SQUARE                                        74



     The procession winds its way into the village square. Mother

     Ewoks gather their babies up and scurry into their huts at the

     sight of the newcomers. The group stops before the largest hut.



     Han, Luke, Chewie, and Artoo are still bound to their poles. Han

     is placed on a spit above what looks like a barbecue pit and the

     others are leaned against a tree nearby. Threepio's litter/throne

     is gently placed near the pit. He watches with rapt fascination.

     Han, Luke, and Chewie are less than fascinated.



                              HAN

               I have a really bad feeling about this.



     Chewie growls his concern.



     Suddenly all activity stops as LOGRAY, the tribal Medicine Man,

     comes out of the big hut. He examines the captives carefully,

     goes to join Threepio, whose throne has been placed on an

     elevated platform. A larger, gray-haired Ewok, CHIEF CHIRPA, is

     examining Luke's lightsaber with great curiosity.



     Logray speaks to Threepio and the assemblage of fuzzy Ewoks,

     pointing to the prisoners tied to the stakes. The Ewoks begin

     filling the pit under Han with firewood.



                              HAN

               What did he say?



                              THREEPIO

               I'm rather embarrassed, General Solo, but it

               appears you are to be the main course at a

               banquet in my honor.



     The drums start beating, and all the furry heads turn to the

     large hut. Leia emerges, wearing an animal-skin dress. She sees

     what's happening at the same moment the prisoners see her.



                              HAN and LUKE

               Leia!



     As she moves toward them, the Ewoks block her way with raised

     spears.



                              LEIA

               Oh!



                              THREEPIO

               Your Royal Highness.



     Artoo and Chewie chime in with their welcome. Leia looks at the

     assembled Ewoks and sighs.



                              LEIA

               But these are my friends. Threepio, tell them

               they must be set free.



     Threepio talks to Chirpa and Logray, who listen and shake their

     heads negatively. The Medicine Man gestures toward the prisoners

     and barks some orders. Several Ewoks jump up and pile more wood

     on the barbecue with vigor. Leia trades frantic looks with Luke

     and Han.



                              HAN

               Somehow, I got the feeling that didn't help

               us very much.



                              LUKE

               Threepio, tell them if they don't do as you

               wish, you'll become angry and use your magic.



                              THREEPIO

               But Master Luke, what magic? couldn't

               possibly --



                              LUKE

               Just tell them.



     Threepio speaks to the Ewoks. The Ewoks are disturbed. Logray

     steps forward and challenges Threepio. Luke closes his eyes and

     begins to concentrate.



                              THREEPIO

               You see, Master Luke; they didn't believe me.

               Just...



     Now the litter/throne, with Threepio sitting upon it, rises from

     the ground. At first Threepio doesn't notice and keeps talking.



                              THREEPIO

               ... as I said they wouldn't. Wha-wha-what's

               happening! Oh! Oh, dear! Oh!



     The Ewoks fall back in terror from the floating throne. Now

     Threepio begins to spin as though he were on a revolving stool,

     with Threepio calling out in total panic at his situation.



                              THREEPIO

               Put me down! He-e-elp! Master Luke! Artoo!

               Somebody, somebody, help! Master Luke, Artoo!

               Artoo, quickly! Do something, somebody! Oh!

               Ohhh!



     Chief Chirpa yells orders to the cowering Ewoks. They rush up and

     release the bound prisoners. Luke and Han enfold Leia in a group

     embrace. Luke notices the spinning Threepio, with Artoo beeping

     up at him, and slowly lowers the golden droid and the throne to

     the ground. Logray orders the little droid cut down. Artoo

     crashes to the ground. When the Ewoks set him upright, the little

     droid is fighting mad. Artoo beeps a blue streak at the nearest

     Ewok, and begins pursuing him, finally getting close enough to

     zap him with an electric charge. The Ewok jumps two feet in the

     air and runs away, screaming. A small group of Ewoks surround the

     giant Wookiee, scratching their heads and marveling at his

     height.



                              THREEPIO

               Oh, oh, oh, oh! Thank goodness.



                              LUKE

               Thanks, Threepio.



                              THREEPIO (still shaken)

               I...I never knew I had it in me.



75   INT CHIEF'S HUT - COUNCIL OF ELDERS                            75



     A glowing fire dances in the center of the spartan, low-ceilinged

     room, creating a kaleidoscope of shadows on the walls. Along one

     side, a group of ten Ewok elders flank Chief Chirpa, who sits on

     his throne. The Rebels sit along the walls of the hut, with

     Threepio between the two groups and Wicket and Teebo off to one

     side.



     Threepio is in the midst of a long, animated speech in the Ewok's

     squeaky native tongue. The Ewoks listen carefully and

     occasionally murmur comments to each other. Threepio points

     several times at the Rebel group and pantomimes a short history

     of the Galactic Civil War, mimicking the explosion and rocket

     sounds, imitating Imperial walkers. Throughout the long account,

     certain familiar names are distinguishable in English: Princess

     Leia, Artoo, Darth Vader, Death Star, Jedi, Obi-Wan Kenobi. Artoo

     begins beeping excitedly at Threepio.



                              THREEPIO

               Yes, Artoo. I was just coming to that.



     Threepio continues with: Millennium Falcon, Cloud City, Vader,

     Han Solo, carbonite, Sarlacc, bringing the history up to the

     present time.



     At the end of it, the Chief, Logray, and the elders confer, then

     nod in agreement. The Chief stands and makes a pronouncement.



     The drums begin to sound, and all the Ewoks stand with a great

     cheer and screeches.



                              HAN

               What's going on?



                              LEIA

               I don't know.



     Luke has been sharing the joy with smiling visage, but now

     something passes like a dark cloud through his consciousness. The

     others do not notice.



                              THREEPIO

               Wonderful! We are now a part of the tribe.



     Several of the little teddy bears run up and hug the Rebels.



                              HAN

               Just what I always wanted.



     Chewbacca is being enthusiastically embraced by an Ewok, while

     Wicket clings to Han's leg.



                              HAN (chuckles)

               Well, short help is better than no help at

               all, Chewie. (to Wicket) Thank you. Okay.



                              THREEPIO

               He says the scouts are going to show us the

               quickest way to the shield generator.



     Chewie barks. Luke has drifted to the back of the hut. Now he

     wanders outside into the moonlight. Leia notices and follows.



                              HAN

               Good. How far is it? Ask him. We need some

               fresh supplies, too. And try and get our

               weapons back.



     Han pulls Threepio back as he keeps trying to translate.



                              HAN (cont)

               And hurry up, will ya? I haven't got all day.



76   EXT EWOK VILLAGE - NIGHT                                       76



     The walkway is deserted now. The windows of the little huts glow

     and flicker from the fires inside. The sounds of the forest fill

     the soft night air. Luke has wandered away from the Chief's hut

     and stands staring up at the Death Star. Leia finds him like

     that.



                              LUKE

               Luke, what's wrong?



     Luke turns and looks at her a long moment.



                              LUKE

               Leia... do you remember your mother? Your

               real mother?



                              LEIA

               Just a little bit. She died when I was very

               young.



                              LUKE

               What do you remember?



                              LEIA

               Just...images, really. Feelings.



                              LUKE

               Tell me.



                              LEIA

               (a little surprised at his insistence)

               She was very beautiful. Kind, but...sad.

               (looks up) Why are you asking me all this?



     He looks away.



                              LUKE

               I have no memory of my mother. I never knew

               her.



                              LEIA

               Luke, tell me. What's troubling you?



                              LUKE

               Vader is here...now, on this moon.



                              LEIA (alarmed)

               How do you know?



                              LUKE

               I felt his presence. He's come for me. He can

               feel when I'm near. That's why I have to go.

               (facing her) As long as I stay, I'm

               endangering the group and our mission here.

               (beat) I have to face him.



     Leia is distraught, confused.



                              LEIA

               Why?



     Luke moves close and his manner is gentle. And very calm.



                              LUKE

               He's my father.



                              LEIA

               Your father?



                              LUKE

               There's more. It won't be easy for you to

               hear it, but you must. If I don't make it

               back, you're the only hope for the Alliance.



     Leia is very disturbed by this. She moves away, as if to deny it.



                              LEIA

               Luke, don't talk that way. You have a power

               I--I don't understand and could never have.



                              LUKE

               You're wrong, Leia. You have that power too.

               In time you'll learn to use it as I have. The

               Force is strong in my family. My father has

               it...I have it...and...my sister has it.



     Leia stares into his eyes. What she sees there frightens her. But

     she doesn't draw away. She begins to understand.



                              LUKE

               Yes. It's you Leia.



                              LEIA

               I know. Somehow...I've always known.



                              LUKE

               Then you know why I have to face him.



                              LEIA

               No! Luke, run away, far away. If he can feel

               your presence, then leave this place. I wish

               I could go with you.



                              LUKE

               No, you don't. You've always been strong.



                              LEIA

               But, why must you confront him?



                              LUKE

               Because...there is good in him. I've felt

               it. He won't turn me over to the Emperor. I

               can save him. I can turn him back to the good

               side. I have to try.



     They hold each other close and look at each other, brother and

     sister.



     Leia holds back her tears as Luke slowly lets her go and moves

     away. He disappears onto the walkway that leads out of the

     village. Leia, bathed in moonlight, watches him go as Han comes

     out of the Chief's hut and comes over to her.



     Leia is crying, her body trembling. He realizes only now that she

     is crying.



                              HAN

               Hey, what's goin' on?



     Leia attempts to stifle her sobs and wipes her eyes.



                              LEIA

               Nothing. I - just want to be alone for a

               little while.



                              HAN (angry)

               Nothing?  Come on, tell me.  What's goin' on?



     She looks up at him, struggling to control herself.



                              LEIA

               I...I can't tell you.



                              HAN (loses his temper)

               Did you tell Luke? Is that who you could tell?



                              LEIA

               I...



                              HAN

               Ahhh...



     He starts to walk away, exasperated, then stops and walks back to

     her.



                              HAN

               I'm sorry.



                              LEIA

               Hold me.



     Han gathers her tightly in his protective embrace.



77   EXT FOREST - IMPERIAL LANDING PLATFORM                         77



     An Imperial shuttle floats down from the Death Star and lands

     gracefully on the huge platform.



     Now, an Imperial walker approaches the platform from the darkness

     of the forest. The whole outpost - platform, walkers, military -

     looks particularly offensive in the midst of this verdant beauty.



78   EXT IMPERIAL LANDING PLATFORM - LOWER DECK                     78



     Darth Vader walks down the ramp of the shuttle onto the platform,

     into an elevator, and appears on a ramp on a lower level. He

     walks toward another ramp exit and is met by two troopers and a

     commander with Luke, in binders, at their center. The young Jedi

     gazes at Vader with complete calm.



                              COMMANDER

               This is a Rebel that surrendered to us.

               Although he denies it, I believe there may be

               more of them, and I request permission to

               conduct a further search of the area.



     The commander extends his hand, revealing Luke's lightsaber.



                              COMMANDER

               He was armed only with this.



     Vader looks at Luke, turns away and faces the commander, taking

     the lightsaber from the commander's hand.



                              VADER

               Good work, Commander. Leave us. Conduct your

               search and bring his companions to me.



                              COMMANDER

               Yes, my Lord.



     The officer and troops withdraw. Vader and Luke are left standing

     alone in the oddly tranquil beauty of the place. The sounds of

     the forest filter in upon them.



                              VADER

               The Emperor has been expecting you.



                              LUKE

               I know, father.



                              VADER

               So, you have accepted the truth.



                              LURE

               I've accepted the truth that you were once

               Anakin Skywalker, my father.



                              VADER (turning to face him)

               That name no longer has any meaning for me.



                              LUKE

               It is the name of your true self. You've only

               forgotten. I know there is good in you. The

               Emperor hasn't driven it from you fully. That

               is why you couldn't destroy me. That's why

               you won't bring me to your Emperor now.



     Vader looks down from Luke to the lightsaber in his own black-

     gloved hand. He seems to ponder Luke's words.



                              VADER (indicating lightsaber)

               I see you have constructed a new lightsaber.



     Vader ignites the lightsaber and holds it to examine its humming,

     brilliant blade.



                              VADER

               Your skills are complete. Indeed, you are

               powerful, as the Emperor has foreseen.



     They stand for a moment, the Vader extinguishes the lightsaber.



                              LUKE

               Come with me.



                              VADER

               Obi-Wan once thought as you do.



     Luke steps close to Vader, then stops. Vader is still.



                              VADER

               You don't know the power of the dark side. I

               must obey my master.



                              LUKE

               I will not turn...and you'll be forced to

               kill me.



                              VADER

               If that is your destiny.



                              LUKE

               Search your feelings, father. You can't do

               this. I feel the conflict within you. Let go

               of your hate.



                              VADER

               It is too late for me, son. The Emperor will

               show you the true nature of the Force. He is

               your master now.



     Vader signals to some distant stormtroopers. He and Luke stand

     staring at one another for a long moment.



                              LUKE

               Then my father is truly dead.



79   EXT ENDOR - RIDGE OVERLOOKING SHIELD GENERATOR                 79



     Han, Leia, Chewbacca, the droids, Wicket, and another Ewok scout,

     PAPLOO, hide on a ridge overlooking the massive Imperial shield

     generator. At the base of the generator is an Imperial landing

     platform. Leia studies the installation.



                              LEIA

               The main entrance to the control bunker's on

               the far side of that landing platform. This

               isn't gonna be easy.



                              HAN

               Hey, don't worry. Chewie and me got into a

               lot of places more heavily guarded than this.



     Wicket and Paploo are chattering away in Ewok language. They

     speak to Threepio.



                              LEIA

               What's he saying?



                              THREEPIO

               He says there's a secret entrance on the

               other side of the ridge.



80   EXT SPACE - REBEL FLEET                                        80



     The vast fleet hangs in space near a blue planet. A giant Rebel

     Star Cruiser is up at the front, but now the Millennium Flacon

     roars up to a spot ahead of it, tiny in comparison.



81   INT MILLENNIUM FALCON - COCKPIT                                81



     Lando is in the pilot seat. His alien copilot, NIEN NUNB, takes

     some getting used to in the familiar environs of the Falcon's

     cockpit. Lando speaks into his comlink.



                              LANDO

               Admiral, we're in position. All fighters

               accounted for.



                              ACKBAR (VO)

               Proceed with the countdown. All groups assume

               attack coordinates.



     Lando turns to his weird copilot.



                              LANDO

               Don't worry, my friends are down there.

               They'll have that shield down on time...(to

               himself) or this'll be the shortest offensive

               of all time.



     The copilot flips some switches and grunts an alien comment.



                              ACKBAR (VO)

               All craft, prepare to jump to hyperspace on

               my mark.



                              LANDO

               All right. Stand by.



     He pulls a lever, and the stars outside begin to streak.



82   EXT SPACE - REBEL FLEET                                        82



     We are treated to an awesome sight: first the Millennium Falcon,

     then Ackbar's Star Cruiser, then, in large segments, the huge

     fleet ROARS INTO HYPERSPACE. And disappears.



83   EXT ENDOR - RIDGE OVERLOOKING CONTROL BUNKER                   83



     Han, Leia, Chewie, the droids, and their two Ewok guides, Wicket

     and Paploo, have reunited with the Rebel strike squad. The entire

     group is spread through the thick undergrowth. Below them is the

     BUNKER that leads into the generator. Four Imperial scouts, their

     speeder bikes parked nearby, keep watch over the bunker entrance.

     Chewie growls an observation, and Paploo chatters away to Han in

     Ewok language.



                              HAN

               Back door, huh? Good idea.



     Wicket and Paploo continue their Ewok conversation.



                              HAN (cont)

               It's only a few guards. This shouldn't be too

               much trouble.



                              LEIA

               Well, it only takes one to sound the alarm.



                              HAN (with self-confident grin)

               Then we'll do it real quiet-like.



     Threepio explains what is going on to Wicket and Paploo. The

     Ewoks chatter a moment between themselves. Then Paploo jumps up

     and scampers into the underbrush.



     Threepio asks Wicket where Paploo went and is given a short

     reply.



                              THREEPIO

               Oh! Oh, my. Uh, Princess Leia!



                              LEIA

               Quiet.



                              THREEPIO

               I'm afraid our furry companion has gone and

               done something rather rash.



                              LEIA

               Oh, no.



84   EXT BUNKER - ENTRANCE                                          84



     Paploo has slipped out of the undergrowth near where the Imperial

     scouts are lounging. He silently swings his furry ball of a body

     onto one of the scout's speeder bikes and begins flipping

     switches at random. Suddenly, the bike's engine fires up with a

     tremendous ROAR. Paploo grins and continues flipping switches.

     The scouts leap up in surprise.



85   EXT RIDGE                                                      85



     Han, Leia and company watch in distress. Chewie barks.



                              HAN (sighs)

               There goes our surprise attack.



86   EXT BUNKER                                                     86



     The Imperial scouts race toward Paploo just as his speeder zooms

     into motion. Paploo hangs on by his paws and shoots away into the

     forest.



                              SCOUT

               Look! Over there! Stop him!



     Three of the Imperial scouts jump on their rocket bikes and speed

     away in pursuit. The fourth watches them go from his post at the

     door.



87   EXT RIDGE                                                      87



     Han, Leia, and Chewie exchange delighted looks.



                              HAN

               Not bad for a little furball. There's only

               one left. You stay here. We'll take care of

               this.



     Han and the Wookiee nod at each other and slip down toward the

     bunker. Threepio moves to stand next to Wicket and Artoo.



                              THREEPIO

               I have decided that we shall stay here.



88   EXT FOREST                                                     88



     Paploo sails through the trees, more lucky than in control. It's

     scary, but he loves it. When the Imperial scouts pull within

     sight behind him and begin firing laser bolts, he decides he's

     had enough. As he rounds a tree, out of their sight, Paploo grabs

     a vine and swings up into the trees. A moment later, the scouts

     tear under him in pursuit of the still-flying, unoccupied bike.



89   EXT BUNKER                                                     89



     Han sneaks up behind the remaining Imperial scout, taps him on

     the shoulder and lets the scout chase him behind the bunker into

     the arms of the waiting Rebel strike team. Han returns to the

     front, and taps out a pattern on the bunker door's control panel.

     Everyone stands out of sight, police-style, as the door opens.

     Han and Leia peek inside. No sign of life. The group enters the

     bunker silently, leaving one lookout behind.



90   INT DEATH STAR - EMPEROR'S THRONE ROOM                         90



     The elevator opens. Vader and Luke enter the room alone. They

     walk across the dark space to stand before the throne, father and

     son side by side beneath the gaze of the Emperor. Vader bows to

     his Master.



                              EMPEROR

               Welcome, young Skywalker. I have been

               expecting you.



     Luke peers at the hooded figure defiantly. The Emperor then looks

     down at Luke's binders.



                              EMPEROR

               You no longer need those.



     The Emperor motions ever so slightly with his finger and Luke's

     binders fall away, clattering to the floor. Luke looks down at

     his own hands, free now to reach out and grab the Emperor's neck.

     He does nothing.



                              EMPEROR

               Guards, leave us.



     The red-cloaked guards turn and disappear behind the elevator.



                              EMPEROR (to Luke)

               I'm looking forward to completing your

               training. In time you will call me Master.



                              LUKE

               You're gravely mistaken. You won't convert me

               as you did my father.



     The Emperor gets down from his throne and walks up very close to

     Luke. The Emperor looks into his eyes and, for the first time,

     Luke can perceive the evil visage within the hood.



                              EMPEROR

               Oh, no, my young Jedi. You will find that it

               is you who are mistaken...about a great

               many things.



                              VADER

               His lightsaber.



     Vader extends a gloved hand toward the Emperor, revealing Luke's

     lightsaber. The Emperor takes it.



                              EMPEROR

               Ah, yes, a Jedi's weapon. Much like your

               father's. By now you must know your father

               can never be turned from the dark side. So

               will it be with you.



                              LUKE

               You're wrong. Soon I'll be dead...and you

               with me.



     The Emperor laughs.



                              EMPEROR

               Perhaps you refer to the imminent attack of

               your Rebel fleet.



     Luke looks up sharply.



                              EMPEROR

               Yes...I assure you we are quite safe from

               your friends here.



     Vader looks at Luke.



                              LUKE

               Your overconfidence is your weakness.



                              EMPEROR

               Your faith in your friends is yours.



                              VADER

               It is pointless to resist, my son.



     The Emperor turns to face Luke.



                              EMPEROR (angry)

               Everything that has transpired has done so

               according to my design. (indicates Endor)

               Your friends up there on the Sanctuary

               Moon...



     Luke reacts. The Emperor notes it.



                              EMPEROR (cont)

               ...are walking into a trap. As is your Rebel

               fleet! It was I who allowed the Alliance to

               know the location of the shield generator. It

               is quite safe from your pitiful little band.

               An entire legion of my best troops awaits

               them.



     Luke's look darts from the Emperor to Vader and, finally, to the

     sword in the Emperor's hand.



                              EMPEROR

               Oh...I'm afraid the deflector shield will be

               quite operational when your friends arrive.



91   INT BUNKER - MAIN CONTROL ROOM                                 91



     Han, Leia, Chewie, and the Rebel strike team storm through a door

     and enter the main control room, taking all of the personnel

     prisoner.



                              HAN

               All right! Up! Move! Come on! Quickly!

               Quickly, Chewie.



     The Rebel troops herd the generator controllers away from their

     panels. Leia glances at one of the screens on the control panel.



                              LEIA

               Han! Hurry! The fleet will be here any

               moment.



                              HAN

               Charges!  Come on, come on!



     Outside, Threepio watches nervously in the bushes as several more

     controllers and stormtroopers run into the bunker, leaving guards

     at the door.



                              THREEPIO (to Wicket)

               Oh, my! They'll be captured!



     Wicket chatters in Ewok language, and then takes off full steam

     into the forest.



                              THREEPIO

               Wa-wait! Wait, come back! Artoo, stay with

               me.



     Inside the bunker, Han looks up from setting charges as an

     Imperial commander enters.



                              COMMANDER

               Freeze! You Rebel scum.



     Han and Leia spin, to find dozens of Imperial weapons trained on

     them and their cohorts. A poised force of Imperial troops

     surround them. Even more pour into the room, roughly disarming

     the Rebel contingent. Han, Leia, and Chewie exchange looks.

     They're helpless.



92   EXT SPACE - ENDOR, DEATH STAR, REBEL FLEET                     92



     The Death Star and its Sanctuary Moon hang distant in space as

     the Rebel fleet comes out of hyperspace with an awesome roar. The

     Millennium Falcon and several Rebel fighters are at the front as

     the space armada bears down on its target.



93   INT MILLENNIUM FALCON - COCKPIT                                93



     Lando flips switches, checks his screen, and speaks into the

     radio.



                              LANDO

               All wings report in.



                              WEDGE

               Red Leader standing by.



                              GRAY LEADER

               Gray Leader standing by.



                              GREEN LEADER

               Green Leader standing by.



                              WEDGE

               Lock S-foils in attack positions.



94   INT REBEL STAR CRUISER - BRIDGE                                94



     From the bridge of the Rebel Headquarters Frigate, Admiral Ackbar

     watches the fighters massing outside his viewscreen.



                              ACKBAR

               May the Force be with us.



95   INT MILLENNIUM FALCON - COCKPIT                                95



     Lando looks worriedly at his alien copilot, Nien Nunb, who points

     to the control panel and talks to Lando.



                              LANDO

               We've got to be able to get some kind of a

               reading on that shield, up or down. Well, how

               could they be jamming us if they don't know

               if we're coming.



     Lando shoots a concerned look out at the approaching Death Star

     as the implications of what he's just said sink in. He hits a

     switch on his comlink.



                              LANDO

               Break off the attack! The shield is still up.



                              RED LEADER (VO)

               I get no reading. Are you sure?



                              LANDO

               Pull up! All craft pull up!



     The Falcon turns hard to the left. Out the window the stars and

     the Death Star move off right.



96   EXT SPACE - DEATH STAR SHIELD                                  96



     The Falcon and the fighters of Red Squad veer off desperately to

     avoid the unseen wall.



97   INT REBEL STAR CRUISER - BRIDGE                                97



     Alarms are screaming and lights flashing as the huge ship changes

     course abruptly. Other ships in the fleet shoot by outside as the

     armada tries to halt its forward momentum.



                              ACKBAR

               Take evasive action! Green Group, stick close

               to holding sector MV-7.



     A Mon Calamari controller turns away from his screen and calls

     out to Ackbar, quite excited. The Admiral rushes over to the

     controller.



                              CONTROLLER

               Admiral, we have enemy ships in sector 47.



     On the screen can be seen the moon, Death Star, and the massive

     Imperial fleet. Ackbar moves to the comlink.



                              ACKBAR

               It's a trap!



                              LANDO (over comlink)

               Fighters coming in.



     There is much excitement on the bridge as the attack begins.



     The Millennium Falcon and several squads of Rebel fighters head

     into an armada of TIE fighters. The sky explodes as a fierce

     dogfight ensues in and around the giant Rebel cruisers.



                              REBEL PILOT

               There's too many of them!



                              LANDO

               Accelerate to attack speed! Draw their fire

               away from the cruisers.



                              WEDGE

               Copy, Gold Leader.



     The battle continues around the giant cruisers.



98   INT DEATH STAR - EMPEROR'S THRONE ROOM                         98



     Through the round window behind the Emperor's throne can be seen

     the distant flashes of the space battle in progress.



                              EMPEROR

               Come, boy. See for yourself.



     The Emperor is sitting in his throne, with Vader standing at his

     side. Luke moves to look through a small section of the window.



                              EMPEROR

               From here you will witness the final

               destruction of the Alliance, and the end of

               your insignificant Rebellion.



     Luke is in torment. He glances at his lightsaber sitting on the

     armrest of the throne. The Emperor watches him and smiles,

     touches the lightsaber.



                              EMPEROR

               You want this, don't you? The hate is

               swelling in you now. Take your Jedi weapon.

               Use it. I am unarmed. Strike me down with it.

               Give in to your anger. With each passing

               moment, you make yourself more my servant.



     Vader watches Luke in his agony.



                              LUKE

               No!



                              EMPEROR

               It is unavoidable. It is your destiny. You,

               like your father, are now mine!



99   EXT FOREST - GENERATOR BUNKER                                  99



     Han, Leia, Chewie, and the rest of the strike team are led out of

     the bunker by their captors. The surrounding area, deserted

     before, is now crowded with two-legged Imperial walkers and

     hundreds of Imperial troops. The situation looks hopeless.



                              STORMTROOPER

               All right, move it! I said move it! Go on!



     From the undergrowth beyond the clearing comes a wild series of

     beeps and whistles. And --



                              THREEPIO

               Hello! I say, over there! Were you looking

               for me?



                              BUNKER COMMANDER

               Bring those two down here!



                              STORMTROOPER

               Let's go!



     Artoo and Threepio are standing near one of the big trees. As six

     Imperial stormtroopers rush over to take them captive, the two

     droids duck out of sight behind the tree.



                              THREEPIO

               Well, they're on their way. Artoo, are you

               sure this was a good idea?



                              STORMTROOPER

               Freeze! Don't move!



                              THREEPIO

               We surrender.



     The stormtroopers come around the tree and find the two droids

     waiting quietly to be taken. As the Imperial troops move to do

     that, however, a band of Ewoks drops down from above and

     overpowers them.



                              THREEPIO

               Ohhh! Stand back, Artoo.



     In a nearby tree, an Ewok raises a horn to his lips and sounds

     the EWOK ATTACK CALL. All hell breaks loose as hundreds of Ewoks

     throw their fuzzy bodies into the fray against the assembled

     stormtroopers and their awesome two-legged walkers.



     Biker scouts dart about blasting Ewoks, only to be crushed by a

     volley of rocks tossed by Ewoks from the trees above.



     In the confusion of the battle, Han and Leia break away and dive

     for the cover of the bunker door as explosions erupt around them.

     Han goes to the bunker door control panel.



                              LEIA

               The code's changed. We need Artoo!



                              HAN

               Here's the terminal.



                              LEIA (into comlink)

               Artoo, where are you? We need you at the

               bunker right away.



     Artoo and Threepio are hiding behind a log as the battle rages

     around them. Suddenly the stubby little astrodroid lets out a

     series of whistles and shoots off across the battlefield.

     Threepio, panicked, runs after him.



                              THREEPIO

               Going? What do you mean, you're going. But--

               but going where, Artoo? No, what! Artoo! Oh,

               this is no time for heroics. Come back!



     Biker scouts race around and over the two droids, blasting away

     at the little Ewoks as the furries scurry for cover.



     A group of Ewoks have moved a primitive catapult into position.

     They fire off a large boulder that hits one of the walkers. The

     walker turns and heads for the catapult, blasting away with both

     guns. The Ewoks abandon their weapons and flee in all directions.

     Just as the walker moves in to stomp the catapult, Ewoks drop

     vines restraining two huge logs that swing down and smash the

     walker's head flat.



     A line of Ewoks hang desperately to a vine that is hooked to a

     walker's foot. As the walker moves along, the fuzzy creatures are

     dragged behind.



     Two speeder bikes chase Ewoks through the underbrush. As the

     scouts round a tree, they are knocked off their bikes by a vine

     tied between two trees.



100  EXT SPACE                                                     100



     The Falcon and other Rebel fighters are engaged in a ferocious

     combat with Imperial TIE fighters, the battle raging around the

     cruisers of the Rebel armada.



101  INT MILLENNIUM FALCON - COCKPIT                               101



     Lando is in radio communication with the pilots of the other

     Rebel squads.



                              LANDO

               Watch yourself, Wedge! Three from above!



                              WEDGE

               Red Three, Red Two, pull in!



                              RED TWO

               Got it!



                              RED THREE

               Three of them coming in, twenty degrees!



                              WEDGE



               Cut to the left! I'll take the leader!

               They're heading for the medical frigate.



     Lando steers the Falcon through a complete flip, as his crew

     fires at the TIEs from the belly guns.



                              NAVIGATOR

               Pressure's steady.



     The copilot Nien Nunb chatters an observation.



                              LANDO

               Only the fighters are attacking.  I wonder

               what those Star Destroyers are waiting for.



102  EXT SPACE - IMPERIAL FLEET                                    102



     The giant Imperial Star Destroyer waits silently some distance

     from the battle. The Emperor's huge Super Star Destroyer rests in

     the middle of the fleet.



103  INT SUPER STAR DESTROYER - BRIDGE                             103



     Admiral Piett and two fleet commanders watch the battle at the

     huge window of the Super Star Destroyer bridge.



                              COMMANDER

               We're in attack position now, sir.



                              PIETT

               Hold here.



                              COMMANDER

               We're not going to attack?



                              PIETT

               I have my orders from the Emperor himself. He

               has something special planned for them. We

               only need to keep them from escaping.



104  INT EMPEROR'S TOWER - THRONE ROOM                             104



     The Emperor, Vader, and a horrified Luke watch the aerial battle

     fireworks out the window and on the viewscreens. Another Rebel

     ship explodes against the protective shield.



                              EMPEROR

               As you can see, my young apprentice, your

               friends have failed. Now witness the

               firepower of this fully armed and operational

               battle station. (into comlink) Fire at will,

               Commander.



     Luke, in shock, looks out across the surface of the Death Star to

     the Rebel fleet beyond.



105  INT DEATH STAR - CONTROL ROOM                                 105



     Controllers pull back on several switches. Commander Jerjerrod

     stands over them.



                              JERJERROD

               Fire!



106  INT DEATH STAR - BLAST CHAMBER                                106



     A button is pressed, which switches on a panel of lights.



     A hooded Imperial soldier reaches overhead and pulls a lever. A

     huge beam of light emanates from a long shaft. Two stormtroopers

     stand to one side at a control panel.



107  EXT DEATH STAR                                                107



     The giant laser dish on the completed half of the Death Star

     begins to glow; Then a powerful beams shoots out toward the

     aerial battle.



108  EXT SPACE - AIR BATTLE                                        108



     The air is thick with giant ships. In among them, Rebel X-wings

     dogfight with Imperial TIE fighters. Now an enormous Rebel

     cruiser is hit by the Death Star beam and is blown to dust.



     The Millennium Falcon roars over CAMERA, followed closely by

     several TIE fighters.



109  INT MILLENNIUM FALCON - COCKPIT                               109



     The ship is buffeted by the tremendous explosion of the Rebel

     cruiser. Lando and his copilot are stunned by the sight of the

     Death Star firepower.



                              LANDO

               That blast came from the Death Star! That

               thing's operational! (into comlink) Home One,

               this is Gold Leader.



110  INT REBEL STAR CRUISER - BRIDGE                               110



     Ackbar stands amid the confusion on the wide bridge and speaks

     into the comlink.



                              ACKBAR

               We saw it. All craft prepare to retreat.



                              LANDO

               You won't get another chance at this,

               Admiral.



                              ACKBAR

               We have no choice, General Calrissian. Our

               cruisers can't repel firepower of that

               magnitude.



                              LANDO

               Han will have that shield down. We've got to

               give him more time.



111  EXT FOREST - GENERATOR BUNKER                                 111



     Artoo and Threepio make it to the door, as Han and Leia provide

     cover fire.



                              THREEPIO

               We're coming!



                              HAN

               Come on! Come on!



                              THREEPIO

               Oh, Artoo, hurry!



     The little droid moves to the terminal and plugs in his computer

     arm. A large explosion hits near Artoo, knocking him head over

     heels, finally landing on his feet. The stubby astrodroid's

     head is spinning and smoldering. Suddenly there is a loud

     SPROOING and Han and Leia turn around to see Artoo with all his

     compartment doors open, and all of his appendages sticking out;

     water and smoke spurt out of the nozzles in his body. Han rushes

     to the terminal, as Threepio rushes to his wounded companion.



                              THREEPIO

               My goodness! Artoo, why did you have to be so

               brave?



                              HAN

               Well, I suppose I could hotwire this thing.



                              LEIA

               I'll cover you.



     Ewoks in handmade, primitive hanggliders drop rocks onto the

     stormtroopers, dive-bombing their deadly adversaries.  One is hit

     in the wing with laser fire and crashes.  A walker lumbers

     forward, shooting laser blasts at frantic Ewoks running in all

     directions.  Two Ewoks are struck down by laser blasts.  One

     tries to awaken his friend, then realizes that he is dead.



112  EXT SPACE - DEATH STAR                                        112



     The Rebel fleet continues to be picked off, from one side by the

     Death Star's deadly beam, from the other by the rampaging

     Imperial Star Destroyers.



113  INT MILLENNIUM FALCON - COCKPIT                               113



     Lando steers the Falcon wildly through an obstacle course of

     floating giants. He's been yelling into the comlink.



                              LANDO (desperately)

               Yes! I said closer! Move as close as you can

               and engage those Star Destroyers at point-

               blank range.



                              ACKBAR

               At that close range, we won't last long

               against those Star Destroyers.



                              LANDO

               We'll last longer then we will against that

               Death Star...and we might just take a few of

               them with us.



     The Rebel cruisers move very close to the Imperial Star

     Destroyers and begin to blast away at point-blank range. Tiny

     fighters race across the giant surfaces, against a backdrop of

     laser fire.



     The control tower of a Star Destroyer is under attack.



                              REBEL PILOT

               She's gonna blow!



                              Y-WING PILOT

               I'm hit!



     The damaged Y-wing plummets toward the Star Destroyer, and

     crashes into the control tower, exploding.



114  INT EMPEROR'S TOWER - THRONE ROOM                             114



     Out of the window and on the view screens, the Rebel fleet is

     being decimated in blinding explosions of light and debris. But

     in here there is no sound of battle. The Emperor turns to Luke.



                              EMPEROR

               Your fleet has lost. And your friends on the

               Endor moon will not survive. There is no

               escape, my young apprentice. The Alliance

               will die...as will your friends.



     Luke's eyes are full of rage. Vader watches him.



                              EMPEROR

               Good. I can feel your anger. I am

               defenseless.  Take your weapon! Strike me

               down with all your hatred, and your journey

               towards the dark side will be complete.



     Luke can resist no longer. The lightsaber flies into his hand. He

     ignites it in an instant and swings at the Emperor. Vader's

     lightsaber flashes into view, blocking Luke's blow before it can

     reach the Emperor. The two blades spark at contact. Luke turns to

     fight his father.



115  EXT FOREST                                                    115



     The battle rages on. Stormtroopers fire on Ewoks with

     sophisticated weapons while their furry little adversaries sneak

     up behind the Imperial troopers and bash them over the head with

     large clubs.



     A walker marches through the undergrowth blasting Ewoks as it

     goes. An Ewok warrior gives the signal, and a pile of logs is cut

     loose. The logs tumble under the walker's feet, causing it to

     slip and slide until it finally topples over with a great crash.



     A scout bike races past and is lassoed with a heavy vine. The

     other end of the vine is tied to a tree, and the bike swings

     around in ever-tightening circles until it runs out of rope and

     crashes into the trees with a huge explosion.



     Chewie swings on a vine to the roof of one of the walkers. Two

     Ewoks cling to him. They land with a thud on the top of the

     lurching machine, then hang on for dear life. One of the Ewoks

     peeks through the window.



                              WALKER PILOT #1

               Look!



                              PILOT #2

               Get him off of there!



     The walker pilot opens the hatch to see what's going on. He is

     yanked out and tossed overboard before he can scream. The two

     Ewoks jump into the cockpit and knock the second pilot

     unconscious. The Ewoks are thrown violently as the mighty machine

     careens out of control. Outside, Chewie is almost knocked

     overboard; he sticks his head into the hatch with a series of

     angry barks. The Ewoks are too busy and frightened to listen to

     the Wookiee's complaint. Chewie slips inside the walker.



     Chewbacca's walker moves through the forest, firing laser blasts

     at unsuspecting stormtroopers, and destroying other Imperial

     walkers. The Ewoks shout and cheer as the giant machine helps

     turn the tide of the battle in their favor.



116  EXT FOREST - GENERATOR BUNKER                                 116



     Han works furiously at the control panel; wires spark as he

     attempts to hotwire the door. He motions to Leia, who is blasting

     away at some stormtroopers.



                              HAN

               I think I got it. I got it!



     The three wires spark as the connection is made. With a LOUD

     WHOOSH, a second blast door crashes down in front of the first.



     Han frowns and turns back to the wires again. Leia exchanges

     shots with stormtroopers in the bushes, then suddenly cries out

     in pain, her shoulder hit by a laser blast.



                              THREEPIO

               Oh, Princess Leia, are you all right?



                              HAN

               Let's see.



                              LEIA

               It's not bad.



                              STORMTROOPER (OS)

               Freeze!



     They freeze.



                              THREEPIO

               Oh, dear.



                              STORMTROOPER

               Don't move!



     Leia holds her laser gun ready, behind Han, out of view of the

     two stormtroopers moving toward them. Han and Leia's eyes lock;

     the moment seems suspended in time.



                              HAN

               I love you.



     Another shared look between them, as she smiles up at Han.



                              LEIA

               I know.



                              STORMTROOPER

               Hands up! Stand up!



     Han stands up slowly and turns, revealing the gun in Leia's hand.

     She disposes of the stormtroopers in a flash. As Han turns back

     toward Leia, he looks up to see a giant walker approach and stand

     before him, its deadly weapons aimed right at him.



                              HAN (to Leia)

               Stay back.



     The hatch on top of the walker opens and Chewie sticks his head

     out and barks triumphantly.



                              HAN

               Chewie!  Get down here!  She's wounded!  No,

               wait....  I got an idea.



117  INT EMPEROR'S TOWER - THRONE ROOM                             117



     Luke and Vader are engaged in a man-to-man duel of lightsabers

     even more vicious then the battle on Bespin. But the young Jedi

     has grown stronger in the interim, and now the advantage shifts

     to him. Vader is forced back, losing his balance, and is knocked

     down the stairs. Luke stands at the top of the stairs, ready to

     attack.



                              EMPEROR (laughing)

               Good.  Use your aggressive feelings, boy!  Let

               the hate flow through you.



     Luke looks momentarily toward the Emperor, then back to Vader,

     and realizes he is using the dark side. He steps back, turns off

     his lightsaber, and relaxes, driving the hate from his being.



                              VADER

               Obi-Wan has taught you well.



                              LUKE

               I will not fight you, father.



     Vader walks back up the stairs to Luke.



                              VADER

               You are unwise to lower your defenses.



     Vader attacks, forcing Luke on the defensive. The young Jedi

     leaps in an amazing reverse flip up to the safety of the catwalk

     overhead. Vader stands below him.



                              LUKE

               Your thoughts betray you, father. I feel the

               good in you...the conflict.



                              VADER

               There is no conflict.



                              LUKE

               You couldn't bring yourself to kill me

               before, and I don't believe you'll destroy me

               now.



                              VADER

               You underestimate the power of the dark side.

               If you will not fight, then you will meet

               your destiny.



     Vader throws the laser sword and it cuts through the supports

     holding the catwalk, then returns to Vader's hand. Luke tumbles

     to the ground in a shower of sparks and rolls out of sight under

     the Emperor's platform. Vader moves to find him.



                              EMPEROR (laughs)

               Good.  Good.



118  EXT SPACE - AIR BATTLE                                        118



     The two armadas, like their sea-bound ancestors, blast away at

     each other in individual point-blank confrontations. A Star

     Destroyer explodes. The Rebel victor limps away, its back half

     alive with a series of minor explosions. The Rebel cruiser

     manages to move in next to a second Star Destroyer before it

     explodes completely, taking the Imperial Star Destroyer with it.

     The Falcon and several fighters attack one of the larger Imperial

     ships.



                              LANDO

               Watch out. Squad at .06.



                              REBEL PILOT

               I'm on it, Gold Leader.



                              WEDGE

               Good shot, Red Two.



                              LANDO

               Now...come on, Han, old buddy. Don't let me

               down.



119  INT BUNKER - CONTROL ROOM                                     119



     Controllers watch the main viewscreen on which a vague figure of

     an Imperial walker pilot can be seen. There is a great deal of

     static and interference.



                              HAN/PILOT (VO)

               It's over, Commander. The Rebels have been

               routed. They're fleeing into the woods. We

               need reinforcements to continue the pursuit.



     The controllers cheer.



                              CONTROL ROOM COMMANDER

               Send three squads to help. Open the back

               door.



                              SECOND COMMANDER

               Yes, sir.



120  EXT FOREST - GENERATOR BUNKER                                 120



     As the door to the bunker opens and the Imperial troops rush out,

     they're surprised to find themselves surrounded by Rebels, their

     weapons pointed at them. Ewoks holding bows and arrows appear on

     the roof of the bunker. The Imperial troops throw down their guns

     as Han and Chewie rush inside the bunker with explosive charges.



121  INT BUNKER - CONTROL ROOM                                     121



     Han, Chewie, and several troops rush into the control room and

     plant explosive charges on the control panels and rush out.



                              HAN

               Throw me another charge.



122  INT EMPEROR'S TOWER - THRONE ROOM                             122



     Vader stalks the low-ceilinged area on the level below the

     throne, searching for Luke in the semi-darkness, his lightsaber

     held ready.



                              VADER

               You cannot hide forever, Luke.



                              LUKE

               I will not fight you.



                              VADER

               Give yourself to the dark side. It is the

               only way you can save your friends. Yes, your

               thoughts betray you. Your feelings for them

               are strong. Especially for...



     Vader stops and senses something. Luke shuts his eyes tightly, in

     anguish.



                              VADER

               Sister! So...you have a twin sister. Your

               feelings have now betrayed her, too. Obi-Wan

               was wise to hide her from me. Now his failure

               is complete. If you will not turn to the dark

               side, then perhaps she will.



                              LUKE

               Never-r-r!



     Luke ignites his lightsaber and screams in anger, rushing at his

     father with a frenzy we have not seen before. Sparks fly as Luke

     and Vader fight in the cramped area. Luke's hatred forces Vader

     to retreat out of the low area and across a bridge overlooking a

     vast elevator shaft. Each stroke of Luke's sword drives his

     father further toward defeat.



     The Dark Lord is knocked to his knees, and as he raises his sword

     to block another onslaught, Luke slashes Vader's right hand off

     at the wrist, causing metal and electronic parts to fly from the

     mechanical stump. Vader's sword clatters uselessly away, over the

     edge of the platform and into the bottomless shaft below. Luke

     moves over Vader and holds the blade of his sword to the Dark

     Lord's throat. The Emperor watches with uncontrollable, pleased

     agitation.



                              EMPEROR

               Good! Your hate has made you powerful. Now,

               fulfill your destiny and take your father's

               place at my side!



     Luke looks at his father's mechanical hand, then to his own

     mechanical, black-gloved hand, and realizes how much he is

     becoming like his father. He makes the decision for which he

     has spent a lifetime in preparation. Luke steps back and hurls

     his lightsaber away.



                              LUKE

               Never! I'll never turn to the dark side.

               You've failed, Your Highness. I am a Jedi,

               like my father before me.



     The Emperor's glee turns to rage.



                              EMPEROR

               So be it...Jedi.



123  EXT FOREST - GENERATOR BUNKER                                 123



     Han and several of the fighters run out of the bunker and race

     across the clearing.



                              HAN

               Move! Move!



     A shock wave knocks them flat as the bunker explodes, followed by

     a spectacular display as the huge shield-generator radar dish

     explodes along with the bunker.



124  INT REBEL STAR CRUISER - BRIDGE                               124



     Ackbar, sitting in his control chair, speaks into the radio.



                              ACKBAR

               The shield is down! Commence attack on the

               Death Star's main reactor.



                              LANDO

               We're on our way. Red Group, Gold Group, all

               fighters follow me. (laughs) Told you they'd

               do it!



     The Falcon, followed by several smaller Rebel fighters, heads

     toward the unfinished superstructure of the Death Star.



125  INT EMPEROR'S TOWER - THRONE ROOM                             125



     Luke stands still, as the Emperor reaches the bottom of the

     stairs. The Emperor's laughter has turned to anger. He raises his

     arms toward Luke.



                              EMPEROR

               If you will not be turned, you will be

               destroyed.



     Blinding bolts of energy, evil lightning, shoot from the

     Emperor's hands at Luke. Even in his surprise, the young Jedi

     tries to use the Force to deflect them. At first he is half

     successful, but after a moment the bolts of energy are coming

     with such speed and power the young Jedi shrinks before them, his

     knees buckling. The wounded Vader struggles to his feet, and

     moves to stand at his master's side.



                              EMPEROR

               Young fool...only now, at the end, do you

               understand.



     Luke is almost unconscious beneath the continuing assault of the

     Emperor's lightning. He clutches a canister to keep from falling

     into the bottomless shaft as the bolts tear through him.



                              EMPEROR

               Your feeble skills are no match for the power

               of the dark side. You have paid the price for

               your lack of vision.



     Luke writhes on the floor in unbearable pain, reaching weakly up

     toward where Vader stands watching.



                              LUKE (groans)

               Father, please. Help me.



     Again Vader stands, watching Luke. He looks at his master, the

     Emperor, then back to Luke on the floor.



                              EMPEROR

               Now, young Skywalker...you will die.



     Although it would not have seemed possible, the outpouring of

     bolts from the Emperor's fingers actually increases in intensity,

     the sound screaming through the room. Luke's body writhes in

     pain.



     Vader grabs the Emperor from behind, fighting for control of the

     robed figure despite the Dark Lord's weakened body and gravely

     weakened arm. The Emperor struggles in his embrace, his bolt-

     shooting hands now lifted high, away from Luke. Now the white

     lightning arcs back to strike at Vader. He stumbles with his load

     as the sparks rain off his helmet and flow down over his black

     cape. He holds his evil master high over his head and walks to

     the edge of the abyss at the central core of the throne room. With

     one final burst of his once awesome strength, Darth Vader hurls

     the Emperor's body into the bottomless shaft.



     The Emperor's body spins helplessly into the void, arcing as it

     falls into the abyss. Finally, when the body is far down the

     shaft, it explodes, creating a rush of air through the room.

     Vader's cape is whipped by the wind and he staggers, and

     collapses toward the bottomless hole. Luke crawls to his father's

     side and pulls him away from the edge of the abyss to safety.

     Both the young Jedi and the giant warrior are too weak to move.



126  EXT/INT - SPACE BATTLE - FIGHTER AND DEATH STAR               126



     Rebel fighters follow the Falcon across the surface of the Death

     Star to the unfinished portion, where they dive into the super-

     structure of the giant battle station, followed by many TIE

     fighters.



                              WEDGE

               I'm going in.



                              LANDO

               Here goes nothing.



     Three X-wings lead the chase through the ever-narrowing shaft,

     followed by the Falcon and four other fighters, plus TIE fighters

     who continually fire at the Rebels. Lights reflect off the

     pilot's faces as they race through the dark shaft.



                              LANDO

               Now lock onto the strongest power source. It

               should be the power generator.



                              WEDGE

               Form up. And stay alert. We could run out of

               space real fast.



     The fighters and the Falcon race through the tunnel, still

     pursued by the TIE fighters. One of the X-wings is hit from

     behind and explodes.



                              LANDO

               Split up and head back to the surface. See if

               you can get a few of those TIE fighters to

               follow you.



                              PILOT

               Copy, Gold Leader.



     The Rebel ships peel off pursued by three of the TIE's, while

     Lando and Wedge continue through the main tunnel. It narrows, and

     the Falcon scrapes the side dangerously. Two other TIE fighters

     continue to blast away at them.



                              LANDO

               That was too close.



     Nien Nunb agrees. The battle between the Rebel and Imperial fleet

     rages on. Several cruisers fire at the giant Super Star

     Destroyer.



127  INT REBEL STAR CRUISER - BRIDGE                               127



                              ACKBAR

               We've got to give those fighters more time.

               Concentrate all fire on that Super Star

               Destroyer.



     X-wings pilots head across the surface of the huge battleship.



128  INT VADER'S STAR DESTROYER - BRIDGE                           128



     Admiral Piett and a commander stand at the window, looking out to

     the battle. They look concerned.



                              CONTROLLER

               Sir, we've lost our bridge deflector shield.



                              PIETT

               Intensify the forward batteries. I don't want

               anything to get through.



     The commander is looking out of the window where a damaged Rebel

     fighter is out of control and heading directly toward the bridge.



                              PIETT

               Intensify forward firepower!



                              COMMANDER

               It's too late!



     The Rebel pilot screams as his ship hits the Star Destroyer,

     causing a huge explosion. The giant battle ship loses control,

     crashes into the Death Star, and explodes.



129  INT REBEL STAR CRUISER - BRIDGE                               129



     There is excitement on the bridge as the battle rages on all

     sides. They cheer as the giant Star Destroyer blows up.



130  INT DEATH STAR - MAIN DOCKING BAY                             130



     Chaos. For the first time, the Death Star is rocked by explosions

     as the Rebel fleet, no longer backed against a wall, zooms over,

     unloading a heavy barrage. Imperial troops run in all directions,

     confused and desperate to escape.



     In the midst of this uproar, Luke is trying to carry the enormous

     deadweight of his father's weakening body toward an Imperial

     shuttle. Finally, Luke collapses from the strain. The explosions

     grow louder as Vader draws him closer.



                              VADER (a whisper)

               Luke, help me take this mask off.



                              LURE

               But you'll die.



                              VADER

               Nothing can stop that now. Just for once...

               let me look on you with my own eyes.



     Slowly, hesitantly, Luke removes the mask from his father's face.

     There beneath the scars is an elderly man. His eyes do not focus.

     But the dying man smiles at the sight before him.



                              ANAKIN (very weak)

               Now...go, my son. Leave me.



                              LUKE

               No. You're coming with me. I can't leave you

               here. I've got to save you.



                              ANAKIN

               You already have, Luke. You were right about

               me. Tell your sister...you were right.



                              LUKE

               Father... I won't leave you.



     Darth Vader, Anakin Skywalker...Luke's father, dies.



     A huge explosion rocks the docking bay. Slowly, Luke rises and,

     half carrying, half dragging the body of his father, stumbles

     toward a shuttle.



131  EXT DEATH STAR                                                131



     The Millennium Falcon leads a swerving bomb run through the

     immense superstructure of the half-built Death Star. The Rebel

     Star Cruisers outside continually bombard the huge station. And

     each direct hit is answered by resonating, chain-reaction

     explosions within the station itself.



132  INT MILLENNIUM FALCON - COCKPIT AND GUN PORTS                 132



     Lando's crew fires away at the pursuing TIE fighters as the

     dashing Baron of Bespin and his alien copilot home in on the main

     reactor shaft. It is awesome. A lone X-wing is just in front of

     the Falcon.



                              WEDGE

               There it is!



                              LANDO

               All right, Wedge. Go for the power regulator

               on the north tower.



                              WEDGE

               Copy, Gold Leader. I'm already on my way out.



     The X-wing heads for the top of the huge reactor and fires

     several proton torpedoes at the power regulator, causing a series

     of small explosions.



     The Falcon heads for the main reactor, and when it is dangerously

     close, Lando fires the missiles, which shoot out of the Falcon

     with a powerful roar, and hit directly at the center of the main

     reactor.



     He maneuvers the Falcon out of the winding superstructure just

     ahead of the continuing chain of explosions.



133  INT REBEL STAR CRUISER - BRIDGE                               133



     Ackbar and other Mon Calamari lean on the railing of the bridge,

     watching the large screen showing the Death Star in the main

     briefing room.



                              ACKBAR

               Move the fleet away from the Death Star.



134  EXT DEATH STAR                                                134



     An Imperial shuttle, with Luke alone in the cockpit, rockets out

     of the main docking bay as that entire section of the Death Star

     is blown away. But as Luke pilots toward the safety of the

     Sanctuary moon, his thoughts - enhanced by the Force - turn to

     his friends aboard the Millennium Falcon.



     The Falcon flies at top speed, with a single X-wing as escort,

     over the endless surface of the Death Star. A series of

     explosions within the superstructure follow, then swiftly

     overtake the small craft as it races for an exit.



135  INT MILLENNIUM FALCON - COCKPIT                               135



     Lando turns to Nien Nunb and shakes his head.



                              LANDO (into comlink)

               Wedge, I don't think we're going to make it.



                              WEDGE (VO)

               You'll make it. Just follow me Gold Leader.



                              LANDO (to himself)

               I promised to return his ship without a

               scratch...I sure hope that old pirate

               forgives me.



135A EXT DEATH STAR                                               135A



     An X-wing, piloted by Wedge Antilles, races out of the exploding

     superstructure and whizzes toward the Sanctuary Moon. But the

     Millennium Falcon is not fast enough as it explodes with the

     Death Star in a supernova of glory.



136  EXT ENDOR FOREST                                              136



     Han and Leia, Chewie, the droids, the Rebel troops, and the Ewoks

     all look to the sky as the Death Star reveals itself in a final

     flash of self-destruction. All except Han cheer, as the thirty-

     year-old starship pilot feels a deep personal loss.



                              HAN (whispering to himself)

               Lando...



                              THREEPIO

               (misinterpreting Han's reference)

               They did it!



     Han looks down from the sky to Leia, a look of sorrow and regret

     on his face. He knows he will never see the Falcon and Lando

     again. His thoughts turn to Leia, as she continues to look at the

     sky, watching for Luke.



137  EXT ENDOR FOREST - NIGHT                                      137



     Luke sets a torch to the logs stacked under a funeral pyre where

     his father's body lies, again dressed in black mask and helmet.

     He stands, watching sadly, as the flames leap higher to consume

     Darth Vader -- Anakin Skywalker.



     In the sky above, fireworks explode and Rebel fighters zoom above

     the forest.



138  EXT EWOK VILLAGE SQUARE - NIGHT                               138



     A huge bonfire is the centerpiece of a wild celebration. Rebels

     and Ewoks rejoice in the warm glow of firelight, drums beating,

     singing, dancing, and laughing in the communal language of

     victory and liberation.



     Lando runs in and is enthusiastically hugged by Han and Chewie.

     Then, finally, Luke arrives and the friends rush to greet and

     embrace him. They stand close, this hardy group, taking comfort

     in each other's touch, together to the end.



     Rebels and Ewoks join together in dancing and celebration. The

     original group of adventurers watch from the sidelines. Only Luke

     seems distracted, alone in their midsts, his thoughts elsewhere.



     He looks off to the side and sees three shimmering, smiling

     figures at the edge of the shadows: Ben Kenobi, Yoda, and Anakin

     Skywalker.





                              FADE OUT





                     END CREDITS OVER STAR FIELD





                              THE END





                      --------------------------





                               CREDITS



                           PRODUCTION STAFF



                             Directed by

                           RICHARD MARQUAND

                             Produced by

                           HOWARD KAZANJIAN

                            Screenplay by

                   LAWRENCE KASDAN and GEORGE LUCAS

                               Story by

                             GEORGE LUCAS

                          Executive Producer

                             GEORGE LUCAS

                             Co-Producers

                       ROBERT WATTS, JIM BLOOM

                         Production Designer

                           NORMAN REYNOLDS

                       Director of Photography

                           ALAN HUME, B.S.C

                              Edited by

              SEAN BARTON, MARCIA LUCAS, DUWAYNE DUNHAM

                            Visual Effects

           RICHARD EDLUND, A.S.C, DENNIS MUREN, KEN RALSTON

                          Costume Designers

               AGGIE GUERARD RODGERS, NILO RODIS-JAMERO

                    Mechanical Effects Supervision

                               KIT WEST

                     Make-Up and Creature Design

                    PHIL TIPPETT, STUART FREEBORN

                             Sound Design

                              BEN BURTT

                               Music by

                            JOHN WILLIAMS



                                 CAST



Luke Skywalker                                                      MARK HAMILL

Han Solo                                                          HARRISON FORD

Princess Leia                                                     CARRIE FISHER

Lando Calrissian                                             BILLY DEE WILLIAMS

See-Theepio (C-3PO)                                             ANTHONY DANIELS

Chewbacca                                                          PETER MAYHEW

Anakin Skywalker                                                 SEBASTIAN SHAW

Emperor                                                           IAN McDIARMID

Yoda                                                                   FRANK OZ

Darth Vader                                                        DAVID PROWSE

Voice of Darth Vader                                           JAMES EARL JONES

Ben (Obi-Wan) Kenobi                                              ALEC GUINNESS



                           SUPPORTING CAST



Artoo-Detoo (R2-D2)                                                 KENNY BAKER

Moff Jerjerrod                                               MICHAEL PENNINGTON

Admiral Piett                                                    KENNETH COLLEY

Bib Fortuna                                                      MICHAEL CARTER

Wedge                                                              DENIS LAWSON

Admiral Ackbar                                                         TIM ROSE

General Madine                                                   DERMOT CROWLEY

Mon Mothma                                                   CAROLINE BLAKISTON

Wicket                                                            WARWICK DAVIS

Paploo                                                              KENNY BAKER

Boba Fett                                                        JEREMY BULLOCH

Oola                                                                FEMI TAYLOR

Sy Snootles                                                      ANNIE ARBOGAST

Fat Dancer                                                     CLAIRE DAVENPORT

Teebo                                                               JACK PURVIS

Logray                                                             MIKE EDMONDS

Chief Chirpa                                                         JANE BUSBY

Ewok Warrior                                                       MALCOM DIXON

Ewok Warrior                                                      MIKE COTTRELL

Nicki                                                               NICKI READE

Stardestroyer Controller No. 1                                     ADAM BAREHAM

Stardestroyer Controller No. 2                                  JONATHAN OLIVER

Stardestroyer Captain No. 1                                          PIP MILLER

Stardestroyer Captain No. 2                                         TOM MANNION

Jabba Puppeteers                                   TOBY PHILPOTT, MIKE EDMONDS,

                                                                  DAVID BARCLAY

Puppeteers                                         MICHAEL McCORMICK, DEEP ROY,

                                                 SIMON WILLIAMSON, HUGH SPIRIT,

                                      SWIM LEE, MICHAEL QUINN, RICHARD ROBINSON



                            Set Decorators

                      MICHAEL FORD, HARRY LANGE

                          Conceptual Artist

                           RALPH McQUARRIE

                            Art Directors

                       FRED HOLE, JAMES SCHOPPE

                       Assistant Art Directors

             MICHAEL LAMONT, JOHN FENNER, RICHARD DAWKING

                       Assistant Art Decorator

                          SHARON CARTWRIGHT

                             Set Dresser

                            DOUG VON KOSS

                        Assistant Set Dresser

                              CHUCK RAY

                         Constuction Manager

                              BILL WELCH

                    Assistant Construction Manager

                              ALAN BOOTH

                       Construction Supervisor

                             ROGER IRVIN

                           General Foreman

                              BILL IIAMS

                         Construction Foreman

         GREG CALLAS, GUY CLAUSE, DOUG ELLIOT, STAN WAKASHIGE

                           Laborer Foremen

                      GENE FUKUZAWA, DON JOHNSON

                            Paint Foreman

                              GARY CLARK

                           Standby Painter

                           GIOVANNI FERRARA

                            Sketch Artist

                              ROY CARNON

                            Scenic Artist

                             TED MICHELL

                       Assistant Scenic Artist

                          STEVEN SALLYBANKS

                      Decor and Lettering Artist

                       BOB WALKER, BRIAN SMITH

                    Electronic Graphic Consultant

                            ROB DICKINSON

                            Set Draftsmen

               REG BREAM, MARK BILLERMAN, CHRIS CAMPELL

            GEORGE DJURKOVIC, GAVIN BOCQUET, KEVIN PHIPPS

                          Production Buyers

                      DAVID LUSBY, IAN GILADJIAN

                         Constuction Storeman

                           DAVID MIDDLETON

                       Art Department Secretary

                             CAROL REGAN



                   Location Director of Photography

                             JIM GLENNON

                        Additional Photography

                              JACK LOWIN

                         Operating Cameramen

               ALEC MILLS, TOM LAUGHRIDGE, MIKE BENSON

                             Focus Puller

                     MICHAEL FRIFT, CHRIS TANNER

                         Assistant Cameramen

                     Leo NAPOLITANO, BOB LA BONGE

                      Second Assistant Cameramen

        SIMON HUME, STEVE TATE, MARTIN KENZIE, MICHAEL GLENNON

                               Gaffers

                      MIKE PANTAGES, BOB BREMNER

                          Aerial Photography

                     RON GOODMAN, MARGARET HERRON

                           Helicopter Pilot

                              MARK WOLFE

                               Key Grip

                            DICK DOVA SPAH

                               Best Boy

                             JOE CROWLEY

                              Dolly Grip

                        CHUNKY HUSE, REG HALL

                     Matte Photography Consultant

                        STANLEY SAYER, B.S.C.

                           Rigging Gaffers

                      CLARK GARLAND, TOMMY BROWN

                             Electrician

                            Bill DREYFUSS

                            Craft Service

                           GEORGE MAURICIO



                         Chief Make-Up Artist

                      TOM SMITH, GRAHAM FREEBORN

                           Make-Up Artists

                    PETER ROBB KING, DICKIE MILLS

               KAY FREEBORN, NICK DUDMAN, ALAN BROWNIE

                          Make-Up Assistants

         BOB KEEN, SUE OAKS, CHRISTINE ALLSOPP, DANIEL PARKER

                    JEREMY HARRIS, TERRI ANDERSON

                       Make-Up Effects Engineer

                             BOB BROMLEY

                              Modellers

    MICHAEL OSBORN, JAN STEVENS, CHRISTINE OVERS, RICHARD PADBURY

                          Chief Hairdresser

                          PATRICIA McDERMONT

                             Hairdressers

                      MIKE LOCKEY, PAUL LE BLANC

                     Chief Articulation Engineer

                             STUART ZIFF

                   Assistant Articulation Engineer

                           EBEN STROMQUIST

                           Armature Design

                            PETER RONZANI

                           Plastic Designer

                            RICHARD DAVIS

                         Sculptural Designers

                      CHUCK WILEY, JAMES HOWARD

                            Key Sculptors

                DAVE CARSON, TONY McVEY, DAVE SOSALLA,

                      JUDY ELKINS, DEREK HOWARTH

                           Cheif Moldmaker

                             WESLEY SEEDS

                              Moldmaker

                              RON YOUNG

                         Creature Technicians

         RANDY DUTRA, KIRK THATCHER, DAN HOWARD, JAMES ISAAC,

            BRIAN TURNER, JEANNE LAUREN, RICHARD SPAH JR.,

                 ETHAN WILEY, RAY HANSON, RODGER SHAW

                         Creature Consultants

                        JON BERG, CHRIS WALAS

                   Production/Creature Co-Ordinator

                              PATTY BLAU

                      Latex Foam Lab Supervisor

                            TOM McLAUGHLIN

                        Animatronics Engineers

                            JOHN COPPINGER



                         Wardrobe Supervisor

                               RON BECK

                          Costume Supervisor

                         MARY ELIZABETH STILL

                          Wardrobe Mistress

                            JANET TEBROOKE

                             Shop Manager

                             JENNY GREEN

                               Jeweler

                            RICHARD MILLER

                         Wardrode Assistants

      PATRICK   WHEATLEY, COLIN WILCON, JANET LUCAS, DIANE MURPHY,

            MICHAEL JEFFREY, KEITH MORTON, JOHN BIRKINSHAW

                          Creature Costumers

  BARBARA KASSAL, EDWIN PELLIKKA, ANNE POLLAND, ELVIRA ANGELINETTA,

       MICK BECKER, CLAUDIA EVERETT, LAURIE RUDD, NANCY SERVIN,

   KARRIN KAIN, DERIK HYDE, MAGGIE JOY, PATTE MOON, JANICE GARTIN,

   JULIE WOODBRIDGE, BARBARA GILLETT, RITA WAKELY, EILEEN SULLIVAN



                           Property Master

                            PETER HANCOCK

                      Assistant Property Master

                           CHARLES TORBETT

                         Property Supervisors

                    DAN COANGELO, BRIAN LOFTHOUSE

                               Property

                     HOLLY WALKER, IVAN VAN PERRE

                              Propmakers

                   BILL HARGREAVES, RICHARD PETERS

                           Master Carpenter

                              BERT LONG

                           Master Plasterer

                             KENNY CLARKE

                            Master Painter

                           ERIC SHIRTCLIFFE

                          Supervising Rigger

                             RED LAWRENCE

                        Supervising Stagehabd

                             EDDIE BURKE

                          Sail Co-Ordinators

                   BILL KREYSLER, WARWICK TOMPKINS

                          Sails Engineering

                    DERRICK BAYLIS, PEGGY KASHUBA



                           Production Sound

                        TONY DAWE, RANDY THOM

                            Boom Operators

                    DAVID BATCHELOR, DAVID PARKER

                           Sound Assistants

                        SHEP DAWE, JIM MANSON

                           Audio Engineers

      T.M. CHRISTOPHER, KRIS HANDWERK, TOM JOHNSON, BRIAN KELLY,

       ROBERT MARTY, SCOTT ROBINSON, DENNIE THORPE, JOHN WATSON

                      Post-Production Assistants

    CATHERINE COOMBS, K.C. HODENFIELD, JAMES KESSLER, SUSAN LEAHY

                            English Lyrics

                           JOSEPH WILLIAMS

                           Huttesse Lyrics

                            ANNIE ARBOGAST

                            Ewokese Lyrics

                              BEN BURTT

                         Re-Recording Mixers

           GARY SUMMER, ROGER SAVAGE, BEN BURTT, RANDY THOM

                           Music Recording

                            ERIC TOMLINSON

                            Orchestrations

                          HERBERT W. SPENCER

                       Supervising Music Editor

                           KENNETH WANNBERG

                        Re-Recording Engineer

                           TOMLINSON HOLMAN

                        Assistant Film Editors

       STEVE STARKEY, CONRAD BUFF, PHIL SANDERSON, NICK HOSKER,

                    DEBRA McDERMOTT, CLIVE HARTLEY

                        Sound Effects Editors

              RICHARD BURROW, TERESA ECKTON, KEN FISHER

                           Dialogue Editors

           LAUREL LADEVICH, CURT SCHULKEY, BONNIE KOEHLER,

                         VICKIE ROSE SAMPSON

                       Assistant Sound Editors

   CHRIS WEIR, BILL MANN, GLORIA BORDERS, SUZANNE FOX, KATHY RYAN,

                   NANCY JENKS, MARY HELEN LEASMAN



                        Production Supervisor

                            DOUGLAS TWIDDY

                         Production Executive

                         ROBERT LATHAM BROWN

                       Unit Production Manager

                             MIKI HERMAN

                     Assistant Production Manager

                             PATRICA CARR

                        Associate to Producer

                          LOUIS G. FRIEDMAN



            First Assistant Director/Second Unit Director

                            DAVID TOMBLIN

                      Second Assistant Directors

       ROY BUTTON, MICHEAL STEELE, CHRIS NEWMAN, RUSSELL LODGE

                         Production Assistant

                              IAN BRYCE

                       Production Co-Ordinator

                              LATA RYAN

                       Co-Ordination Assistants

                     SUNNI KERWIN, GAIL SAMUELSON

                          Script Supervisor

                         PAMELA MANN FRANCIS

                      Location Script Supervisor

                              BOB FOREST

                          Stunt Co-Ordinator

                            GLENN RANDALL

                            Stunt Arranger

                            PETER DIAMOND

                               Casting

                         MARY SELWAY BUCKLEY

                           Location Casting

                        DAVE EMAN, BILL LYTLE

                     Assistants to Mr. Kazanjian

                  KATHLEEN HARTNEY ROSS, BETTY SHARP

                        Assistant to Mr. Bloom

                            JOHN SYRJAMAKI

                        Assistant to Mr. Lucas

                               JANE BAY

                      Assistant to Mr. Marquand

                          LEILA KIRKPATRICK

                            Choreographer

                           GILLIAN GREGORY

                        Location Choreographer

                             WENDY ROGERS



                        Production Controller

                            ARTHUR CARROLL

                        Production Accountant

                          MARGARET MITCHELL

                        Production Accountant

                             COLIN HURREN

                        Assistant Accountants

     SHEALA DANIELL, BARBARA HARLEY, SIAN WILLIAMS, ALEX MATCHAM

                         Location Accountants

        DIANE DANKWARDT, PINKI RAGAN, DICK WRIGHT, SUSAN ROYAL



                     Transportation Co-Ordinator

                            GENE SCHWARTZ

                       Transportation Captains

                    JOHN FEINBLATT, H. LEE NOBLITT

                    Studio Transportation Managers

                       VIC MINAY, MARK LA BONGE

                           Location Contact

                             LENNIE FIKE

                         Still Photographers

                   ALBERT CLARKE, RALPH NELSON JR.

                            Unit Publicist

                            GORDON ARNELL

                         Assistant Publicist

                              JUNE BROOM

                              Marketing

                     SIDNEY GANIS, SUSAN TREMBLY

                      Photographic Co-Ordinators

                      BARB LAKIN, KATHY WIPPERT

                               Research

                             DEBORAH FINE



                      Special Effects Supervisor

                             ROY ARBOGAST

                        Special Effect Foreman

                          WILLIAM DAVID LEE

                   Special Effects Floor Controller

                             IAN WINGROVE

                      Senior Effects Technicians

               PETER DAWSON, RODNEY FULLER, NEIL SWAN,

                    TREVOR NEIGHBOUR, DAVID WATSON

                     Chief Electronics Technician

                               RON HONE

                     Special Effects Technicians

         KEN GITTENS, BARRY WHITROD, JOHN HATT, TERRY GLASS,

        YVES DE BONO, STEVE LLOYD, ROGER NICHOLS, PAUL KNOWLES

                           Wire Specialists

                      BOB HARMAN, STEVE CRAWLEY

                       Location Special Effects

    KEVIN PIKE, MIKE WOOD, DAVID SIMMONS, GARY ZINK, EDDIE SURKIN,

           JOHN STIRBER, BRUNO VAN ZEEBROECK, JOHN CHAPOT,

                  WILLIAM KLINGER JR. DONALD CHADLER

                         Electrical Engineer

                              TERRY COX

                         Effects Co-Ordinator

                              JOHN BAKER

                          Effects Secretary

                             REBECCA WEST



                  MINIATURE AND OPTICAL EFFECTS UNIT

                      INDUSTRIAL LIGHT AND MAGIC



                    Optical Photography Supervisor

                           BRUCE NICHOLSON

                          Effects Cameramen

       DON DOW, MICHAEL J. McALISTER, BILL NEIL, SCOTT FARRAR,

     SELWYN EDDY III, MICHAEL OWENS, ROBERT ELSWIT, RICK FICHTER,

            STEWART BARBEE, MARK GREDELL, DAVID HARDBURGER

                         Assistant Cameramen

  PAT SWEENEY, KIM MARKS, ROBERT HILL, RAY GILBERTI, RANDY JOHNSON,

     PATRICK McARDLE, PETER DAULTON, BESSIE WILEY, MARYAN EVANS,

               TOBY HEIDEL, DAVID FINCHER, PETER ROMANO

                      Optical Printer Operators

         JOHN ELIS, DAVID BERRY, KENNETH SMITH, DONALD CLARK,

                        MARK VARGO, JAMES LIM

                           Optical Line-Up

      TOM ROSSETER, ED L. JONES, RALPH GORDON, PHILIP BARBERIO,

               PEG HUNTER, MARY WALTER, MICHAEL SHANNON

                           Lab Technicians

             TIM GEIDEMAN, DUNCAN MYERS, MICHAEL S. MOORE



                     Art Directors-Visual Effects

                             JOE JOHNSTON

                        Production Illustrator

                            GEORGE JENSON

                         Stop Motion Animator

                            TOM ST. AMAND

                      Matte Painting Supervisor

                          MICHAEL PANGRAZIO

                        Matte Painting Artists

                       CHRIS EVANS, FRANK ORDAZ

                          Matte Photography

                      NEIL KREPELA, CRAIG BARRON

                          Chief Model Makers

   PAUL HUSTON, CHARLES BAILEY, MICHAEL GLENN FULMER, EASE OWYEUNG

                             Model Makers

      WILLIAM MARSHALL, SEAN CASEY, LARRY TAN, BARBARA GALLUCCI,

  JEFF MANN, IRA KEELER, BILL BECK, MIKE COCHRANE, BARBARA AFFONSO,

   BILL BUTTERFIELD, MARCHI McMAHON, RANDY OTTENBERG, ROBERT BOVILL

                        Modelshop Supervisors

                     LORNE PETERSON, STEVE GAWLEY

                         Animation Supervisor

                             JAMES KEEFER

                        Head Effects Animators

                   GARRY WALLER, KIMBERLY KNOWLTON

                          Effects Animators

 TERRY WINDELL, RENEE HOLT, MIKE LESSA, SAMUEL COMSTOCK, ROB LA DUCA,

     ANNICK THERRIEN, SUKI STERN, MARGOT PIPKIN, JOHN ARMSTRONG,

          REBECCA PETRULLI, DARRYL STUDBAKER, PHILIP NORWOOD



                  Supervising Visual Effects Editor

                            ARTHUR REPOLA

                        Visual Effects Editors

             HOWARD STEIN, PETER AMUNDSON, BILL KIMBERLIN

                   Assistant Visual Effects Editors

   ROBERT CHRISOULIS, MICHAEL GLEASON, JAY IGNASZEWSKI, JOE CLASS,

                      TERRY PECK, DANIEL CANDIB





                         General Manager, ILM

                              TOM SMITH

                        Production Supervisor

                        PATRICIA ROSE DUIGNAN

                       Production Co-Ordinators

                   WARREN FRANKLIN, LAURIE VERMONT

                         Administrative Staff

       CHRISSE ENGLAND, LAURA KAYSEN, PAULA KARSH, KAREN AYERS,

    SONJA PAULSON, KAREN DUBE, ED BREED, LES THALER, MIKE COOPER,

                         NED GORMAN, RON FODE

                        Production Assistants

         SUSAN FRITZ-MONAHAN, KATHY SHINE, GEOFFREY DeVALOIS

                     Supervisor-Still Photography

                            TERRY CHOSTNER

                         Still Photographers

                   ROBERTO McGRATH, KERRY MORDQUIST

                     Electronic System Designers

                      JERRY JEFFRESS, KRIS BROWN

                         Electronic Engineers

                    MIKE MacKENZIE, MARTY BRENNEIS

                          Computer Graphics

                       WILLIAM REEVES, TOM DUFF

                   Equipment Engineering Supervisor

                            GENE WHITEMAN

                              Machinists

                     UDO PAMPEL, CONRAD BONDERSON

                        Apprentice Machinists

                       DAVID HANKS, CHRIS RAND

                           Design Engineer

                             MIKE BOLLES

                       Equipment Support Staff

    WADE CHILDRESS, MICHAEL J. SMITH, CRISTI McCARTHY, ED TENNLER

                     Supervising Stage Technician

                             TED MOEHNKE

                            Stage Foreman

                         PATRICK FITZSIMMONS

                          Stage Technicians

  BOB FINLEY III, ED HIRSH, JOHN McLEOD, PETER STOLZ, DAVE CHILDERS,

          HAROLD COLE, MERLIN OHM, JOE FULMER, LANCE BRAKETT

                           Pyrotechnicians

                       THAINE MORRIS, DAVE PIER

                     Steadicam Plate Photography

                             GARRET BROWN

                     Ultra High Speed Photography

                        BRUCE HILL PRODUCTIONS

                             Color Timers

                      JIM SCHURMANN, BOB HAGANS

                           Negative Cutter

                          SUNRISE FILM INC.

                      Additional Optical Effects

       LOOKOUT MOUNTAIN FILMS, PACIFIC TITLE, MONACO FILM LABS,

      CALIFORNIA FILM, VISUAL CONCEPTS ENGINEERING, MOVIE MAGIC,

                      VAN der VEER PHOTO EFFECTS



                                EWOKS



MARGO APOSTOCOS                                 LINDA BOWLEY

RAY ARMSTRONG                                   PETER BURROUGHS

EILEEN BAKER                                    DEBBIE CARRINGTON

MICHAEL H. BALHAM                               MAUREEN CHARLTON

BOBBIE BELL                                     WILLIAM COPPEN

PATTY BELL                                      SADIE CORRIE

ALAN BENNETT                                    TONY COX

SARAH BENNETT                                   JOHN CUMMING

PAMELA BETTS                                    JEAN D'AGOSTINO

DAN BLACKNER                                    LUIS DE JESUS

DEBBIE DIXON                                    JOHN LUMMISS

MARGARITA FERNANDEZ                             NANCY MACLEAN

PHIL FONDACARO                                  PETER MANDELL

SAL FONDACARO                                   CAROLE MORRIS

TONY FRIEL                                      STACY NICHOLS

DAN FRISHMAN                                    CHRIS NUNN

JOHN GAVAM                                      BARBARA O'LAUGHLIN

MICHAEL GILDEN                                  BRIAN ORENSTIEN

PAUL GRANT                                      HARRELL PARKER JR.

LARS GREEN                                      JOHN PEDRICK

LYDIA GREEN                                     APRIL PERKINS

PAM GRIZZ                                       RONNIE PHILLIPS

ANDREW HERD                                     KATIE PERVIS

J. J. JACKSON                                   CAROL READ

GLYNN JONES                                     NICHOLAS READ

RICHARD JONES                                   DIANA REYNOLDS

TREVOR JONES                                    DANIEL RODGERS

KAREN LAY                                       CHRIS ROMANO

DEAN SHACKENFORD                                JOSEPHINE STADDON

KIRAN SHAH                                      KEVIN THOMPSON

FELIX SILLA                                     KENDRA WALL

LINDA SPRIGGS                                   BRIAN WHEELER

GERARLD STADDON                                 BUTCH WILHELM



                             Mime Artists

 FRANK ANDERSON, AILSA BERK, SEAN CRAWFORD, ANDY CUNNINGHAM, TIM DRY,

      GRAEME HATTRICK, PHIL HERBERT, GERALD HOME, PAUL SPRINGER



                           Stunt Performers

BOB ANDERSON, DIRK YOHAN BEER, MORC BOYLE, MIKE CASSIDY, TRACY EDDON,

 SANDRA GROSS, TED GROSSMAN, FRANK HENSON, LARRY HOLT, BILL HORRIGAN,

      ALF JOINT, JULIUS LEFLORE, COLIN SKEAPING, MALCOM WEAVER,

                PAUL WESTON, BOB YERKES, DAN ZORMEIER



 Thanks to the U.S. Department of Interior Bureau of Land Management

                      and National Park Service

         Photographed in Buttercup Valley, Death Valley, and

                     Smith River, California and

              EMI-Elstree Studios, Borehamwood, England

            Cameras and Lenses by Joe Dunton Cameras Ltd.

       Aerial Camera System by Wesscam Camera Systems (Europe)

          Lighting Equipment and Crew from Lee Electic Ltd.

       Production Vehicles Courtesy of GMC Truck and Oldsmobile

     Location Service by Cinemobile  Air Transportation by PAN AM

Re-Recording at Sprocket Systems  Music Recoring at Anvil-Abbey Road Studio

    Special Visual Effects Produced at Industrial Light and Magic,

                       Marin County, California

          Color by Rank Film Laboratories  Prints by Deluxe



                       Recorded in DOLBY STEREO



     A Lucasfilm Ltd. Production  A Twentieth Century-Fox Release



           Music Performed by the London Symphony Orchestra



             Original Soundtrack on RSO Records and Tapes

                  Novelization from Ballantine Books

          TM & Lucasfilm Ltd (LFL) 1983 All Rights Reserved

MPAA CODE NO. 26991 MPAA RATING: PG  Running Time: 2 hours 13 minutes

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