STAR WARS

                              Episode V
                                   
                       THE EMPIRE STRIKES BACK

                         Script adaptation by
                  Lawrence Kasdan and Leigh Brackett
                           from a story by
                             George Lucas

                            LUCASFILM LTD.


                        ----------------------


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


   It is a dark time for the Rebellion. Although the Death Star has
been destroyed, Imperial troops have driven the Rebel forces from
their hidden base and pursued them across the galaxy.
   Evading the dreaded Imperial Starfleet, a group of freedom fighters
led by Luke Skywalker has established a new secret base on the remote
ice world of Hoth.
   The evil lord Darth Vader, obsessed with finding young Skywalker,
has dispatched thousands of remote probes into the far reaches of
space...


EXTERIOR: GALAXY -- PLANET HOTH

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

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

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

EXTERIOR: PLAIN OF HOTH -- DAY

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

LUKE: (into comlink) Echo Three to Echo Seven. Han, old buddy, do you
read me?
           After a little static a familiar voice is heard.

HAN: (over comlink) Loud and clear, kid. What's up?

LUKE: (into comlink) Well, I finished my circle. I don't pick up any
life readings.

HAN: (over comlink) There isn't enough life on this ice cube to fill a
space cruiser. The sensors are placed. I'm going back.

LUKE: (into comlink) Right. I'll see you shortly. There's a meteorite
that hit the ground near here. I want to check it out. It won't take
long.

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

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

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

LUKE: Aaargh!

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

EXTERIOR: HOTH -- REBEL BASE ENTRANCE -- DAY

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

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

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

HAN: Chewie!

           The Wookiee grumbles a reply.

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

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

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

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

RIEEKAN: Solo?

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

RIEEKAN: Commander Skywalker reported in yet?

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

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

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

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

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

RIEEKAN: I'm sorry to hear that.

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

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

HAN: Thank you, General.

           He turns to Leia as Rieekan moves away.

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

LEIA: That's right.

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

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

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

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR

LEIA: Han!

           Han stops in the corridor and turns to face Leia.

HAN: Yes, Your Highnessness?

LEIA: I thought you decided to stay.

HAN: Well, the bounty hunter we ran into on Ord Mantell changed my
mind. 

LEIA: Han, we need you!

HAN: We?

LEIA: Yes.

HAN: Oh, what about you need?

LEIA: (mystified) I need? I don't know what you're talking about.

HAN: (shakes his head, fed up) You probably don't.

LEIA: And what precisely am I supposed to know?

HAN: Come on! You want me to stay because of the way you feel about
me.

LEIA: Yes. You're a great help to us. You're a natural leader...

HAN: No! That's not it. Come on. Aahhh -- uh huh! Come on.

           Leia stares at him, understanding, then laughs.

LEIA: You're imagining things.

HAN: Am I? Then why are you following me? Afraid I was going to leave
without giving you a goodbye kiss?

LEIA: I'd just as soon kiss a Wookiee.

HAN: I can arrange that. You could use a good kiss!

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

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

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

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

           Artoo beeps a stream of protesting whistles.

THREEPIO: Oh, switch off.

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

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

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

           Chewie grumbles in irritation.

THREEPIO: Excuse me, sir.

HAN: (to Chewie) Put them back together right now.

THREEPIO: Might I have a word with you, please?

HAN: What do you want?

THREEPIO: Well, it's Princess Leia, sir. She's been trying to get you
on the communicator.

HAN: I turned it off. I don't want to talk to her.

THREEPIO: Oh. Well, Princess Leia is wondering about Master Luke. He
hasn't come back yet. She doesn't know where he is.

HAN: I don't know where he is.

THREEPIO: Nobody knows where he is.

HAN: What do you mean, "nobody knows"?

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

THREEPIO: Well, uh, you see...

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

HAN: Deck Officer. Deck Officer!

THREEPIO: Excuse me, sir. Might I inqu-...

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

DECK OFFICER: Yes, sir?

HAN: Do you know where Commander Skywalker is?

DECK OFFICER: I haven't seen him. It's possible he came in through the
south entrance.

HAN: It's possible? Why don't you go find out? It's getting dark out
there.

DECK OFFICER: Yes, sir.

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

THREEPIO: Excuse me, sir. Might I inquire what's going on?

HAN: Why not?

THREEPIO: Impossible man. Come along, Artoo, lets find Princess Leia.
Between ourselves, I think Master Luke is in considerable danger.

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

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

DECK OFFICER: Sir, Commander Skywalker hasn't come in through the
south entrance. He might have forgotten to check in.

HAN: Not likely. Are the speeders ready?

DECK OFFICER: Not yet. We're having some trouble adapting them to the
cold.

HAN: Then we'll have to go out on Tauntauns.

DECK OFFICER: Sir, the temperature's dropping too rapidly.

HAN: That's right. And my friends out in it.

ASSISTANT OFFICER: I'll cover sector twelve. Have com-control set
screen alpha.

           Han pushes through the troops and mounts a Tauntaun.

DECK OFFICER: Your Tauntaun'll freeze before you reach the first
marker.

HAN: Then I'll see you in hell!

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

EXTERIOR: HOTH -- ICE GORGE -- DUSK

           The jagged face of a huge ice wall sits gloomily in the dim
        twilight of a Hoth day. Luke hangs upside down, ankles frozen
        into icy stalactites, his extended arms within a foot of the
        snow floor. One side of his face is covered in a dried mask of
        frozen blood. He opens his eyes as a chilling moan of the
        hideous ice creature echoes off the gorge walls. Luke pulls
        himself up, grabs hold of his ankles, and futilely tries to
        unfasten the throngs.
           Exhausted, he drops back into his hanging position. As he
        hangs there, he spies his lightsaber lying near a pile of his
        discarded gear, about three feet out of reach.
           He focuses on the saber and, as his hand strains toward the
        weapon, he squeezes his eyes tight in concentration.
           Just as the ice creature looms over Luke, the lightsaber
        jumps into Luke's hand.
           The young warrior instantly ignites his sword, swinging up,
        and cuts himself loose from the ice. He flops to the snow in a
        heap. The startled creature moves back, his giant yellow eyes
        blinking. Luke scrambles to his feet. He swings his lightsaber
        and the beast screams in pain.

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

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

EXTERIOR: HOTH -- SNOW PLAIN -- DUSK

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

EXTERIOR: HOTH -- OUTSIDE ICE HANGAR -- DUSK

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

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

           Artoo beeps, long and low.

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

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

EXTERIOR: HOTH -- SNOW DRIFT -- DUSK

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

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

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

LIEUTENANT: Sir, all the patrols are in. There's still no contact from
Skywalker or Solo.

THREEPIO: Mistress Leia, Artoo says he's been quite unable to pick up
any signals, although he does admit that his own range is far too
weak to abandon all hope.

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

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

           He turns to the lieutenant.

DERLIN: Close the doors.

LIEUTENANT: Yes, sir.

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

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

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

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

EXTERIOR: HOTH -- SNOW DRIFT -- DUSK

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

BEN: Luke...Luke.

LUKE: (weakly) Ben?

BEN: You will go to the Dagobah system.

LUKE: Dagobah system?

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

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

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

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

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

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

HAN: Not much time.

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

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

HAN: Hang on, kid.

LUKE: Dagobah system...

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

HAN: (reeling from the odor) Whew...

LUKE: Dagobah...

HAN: This may smell bad, kid...

LUKE: (moaning) Yoda...

HAN: ...but it will keep you warm...til I get the shelter built.
(struggling to get Luke in the carcass) Ooh...I thought they smelled
bad on the outside!

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

EXTERIOR: HOTH -- SNOWDRIFT -- DAWN

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

INTERIOR: SNOWSPEEDER COCKPIT

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

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

EXTERIOR: HOTH -- SNOWDRIFT

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

INTERIOR: SNOWSPEEDER -- COCKPIT

           The pilot switches over to a new transmitter.

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

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

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

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

EXTERIOR: HOTH -- SNOWDRIFT -- DAY

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

INTERIOR: REBEL BASE -- MEDICAL CENTER

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

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

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

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

           Artoo beeps his good wishes.

THREEPIO: Artoo expresses his relief, also.

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

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

LUKE: Thanks to you.

HAN: That's two you owe me, junior.

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

HAN: Well your Worship, looks like you managed to keep me around for a
little while longer.

LEIA: (haughtily) I had nothing to do with it. General Rieekan thinks
it's dangerous for any ships to leave the system until we've activated
the energy shield.

HAN: That's a good story. I think you just can't bear to let a
gorgeous guy like me out of your sight.

LEIA: I don't know where you get you delusions, laser brain.

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

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

           Luke sparks to this; he looks at Leia.

HAN: She expressed her true feelings for me.

           Leia is flushed, eyes darting between Luke and Han.

LEIA: My...! Why, you stuck up,...half-witted,...scruffy-looking...
nerf-herder!

HAN: Who's scruffy-looking? (to Luke) I must have hit her pretty close
to the mark to get her all riled up like that, huh, kid?

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

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

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

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

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

HAN: Take it easy.

THREEPIO: Excuse us, please.

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

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

RIEEKAN: Princess...we have a visitor.

           The group hurries over to Rieekan.

RIEEKAN: We've picked up something outside the base in zone twelve,
moving east.

SENIOR CONTROLLER: It's metal.

LEIA: Then it couldn't be one of those creatures that attacked Luke.

HAN: It could be a speeder, one of ours.

SENIOR CONTROLLER: No. Wait -- there's something very weak coming
through.

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

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

           The transmission ends in static.

HAN: It isn't friendly, whatever it is. Come on, Chewie, let's check
it out.

RIEEKAN: Send Rouges Ten and Eleven to station three-eight.

EXTERIOR: HOTH -- SNOW PLAIN -- DAY

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

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

           Leia and Rieekan listen to Han on the comlink.

HAN: (over comlink) Afraid there's not much left.

LEIA: (into comlink) What was it?

HAN: (over comlink) Droid of some kind. I didn't hit it that hard. It
must have had a self-destruct.

LEIA: (into comlink) An Imperial probe droid.

HAN: (over comlink) It's a good bet the Empire knows we're here.

RIEEKAN: We'd better start the evacuation.

EXTERIOR: SPACE -- IMPERIAL FLEET

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

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

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

PIETT: Admiral.

OZZEL: Yes, Captain

PIETT: I think we've got something, sir. The report is only a fragment
from a probe droid in the Hoth system, but it's the best lead we've
had.

OZZEL: (irritated) We have thousands of probe droids searching the
galaxy. I want proof, not leads!

PIETT: The visuals indicate life readings.

OZZEL: It could mean anything. If we followed every lead...

PIETT: But, sir, the Hoth system is supposed to be devoid of human
forms.

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

VADER: You found something?

PIETT: Yes, my lord.

VADER: (studying the image on the console screen) That's it. The
Rebels are there.

OZZEL: My lord, there are so many uncharted settlements. It could be
smugglers, it could be...

VADER: That is the system. And I'm sure Skywalker is with them. Set
your course for the Hoth system. General Veers, prepare you men.

INTERIOR: HOTH -- REBEL BASE -- TRANSPORT BAY

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

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

REBEL FIGHTER: Right, sir.

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

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

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

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

INTERIOR: REBEL BASE -- MEDICAL CENTER

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

MEDICAL DROID: Sir, it will take quite awhile to evacuate the T-forty-
sevens.

LUKE: Well, forget the heavy equipment. There's plenty of time to get
the smaller modules on the transports.

MEDICAL DROID: Take care, sir.

LUKE: Thanks.

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

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

LUKE: Chewie, take care of yourself, okay?

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

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

LUKE: Yeah.

HAN: Be careful.

LUKE: You, too.

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

INTERIOR: REBEL BASE -- CONTROL ROOM.

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

CONTROLLER: General, there's a fleet of Star Destroyers coming out of
hyperspace in sector four.

RIEEKAN: Reroute all power to the energy shield. We've got to hold
them till all transports are away. Prepare for ground assault.

           Rieekan exits hurriedly.

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

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

VADER: What is it, General?

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

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

VEERS: He felt surprise was wiser...

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

VEERS: Yes, my lord.

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

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

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

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

PIETT: Yes, my lord.

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

PIETT: Thank you, Lord Vader.

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

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

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

LEIA: All troop carriers will assemble at the north entrance. The
heavy transport ships will leave as soon as they're loaded. Only two
fighter escorts per ship. The energy shield can only be opened for a
short time, so you'll have to stay very close to your transports.

HOBBIE: Two fighters against a Star Destroyer?

LEIA: The ion cannon will fire several shots to make sure that any
enemy ships will be out of your flight path. When you've gotten past
the energy shield, proceed directly to the rendezvous point.
Understood?

PILOTS: (in unison) Right. Okay.

LEIA: Good luck.

DERLIN: Okay. Everyone to your stations. Let's go!

           The pilots hurry away.

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

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

EXTERIOR: HOTH -- ICE PLAIN -- POWER GENERATORS

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

INTERIOR: REBEL BASE -- COMMAND CENTER

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

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

EXTERIOR: ICE PLAIN

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

EXTERIOR: SPACE -- IMPERIAL STAR DESTROYER

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

INTERIOR: IMPERIAL STAR DESTROYER -- BRIDGE

           An Imperial controller approaches his commander.

CONTROLLER: Sir, Rebel ships are coming into our sector.

CAPTAIN: Good. Our first catch of the day.

INTERIOR: REBEL BASE -- COMMAND CENTER

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

EXTERIOR: REBEL BASE ICE CAVE -- ION CANNON

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

EXTERIOR: SPACE -- HOTH -- REBEL TRANSPORT

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

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

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

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

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

DACK: Feeling all right, sir?

LUKE: Just like new, Dack. How about you?

DACK: Right now I feel I could take on the whole Empire myself.

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

EXTERIOR: HOTH -- ICE PLAIN

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

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

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

TRENCH OFFICER: Echo Station Three-T-Eight.

INTERIOR: REBEL BASE -- CORRIDOR

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

TRENCH OFFICER: (over comlink) We have spotted Imperial walkers!

CONTROLLER: Imperial walkers on the north ridge.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

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

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

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

LUKE: (into comlink) All right, boys, keep tight now.

DACK: Luke, I have no approach vector. I'm not set.

LUKE: Steady, Dack. Attack pattern delta. Go now!

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

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

LUKE: All right, I'm coming in.

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

EXTERIOR: HOTH -- ICE PLAIN -- SNOWTRENCH

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT

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

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

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

LUKE: That armor's too strong for blasters.

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

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

           Dack is at the gunner's controls.

DACK: Luke, we've got a malfunction in fire control. I'll have to cut
in the auxiliary.

LUKE: Just hang on. Hang on, Dack. Get ready to fire that tow cable.

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

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

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

LUKE: Dack? Dack!

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

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

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

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

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

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

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

INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT

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

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

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

LUKE: (into comlink) Rouge Three.

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

WEDGE: (into comlink) Copy, Rouge Leader

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

WEDGE: (into comlink) Coming around, Rouge Leader.

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

LUKE: (into comlink) Steady, Rouge Two

EXTERIOR: HOTH -- BATTLEFIELD

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

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

WEDGE: (to gunner) Activate harpoon.

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

EXTERIOR: HOTH -- BATTLEFIELD

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

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

WEDGE: (to gunner) Good shot, Janson.

EXTERIOR: HOTH -- BATTLEFIELD

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

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

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

WEDGE: One more pass.

JANSON: Coming around. Once more.

EXTERIOR: HOTH -- BATTLEFIELD

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

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

JANSON: One more.

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

JANSON: Cable out! Let her go!

WEDGE: Detach cable.

EXTERIOR: WEDGE'S SNOWSPEEDER, ROUGE THREE

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

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

JANSON: Cable detached.

EXTERIOR: HOTH -- BATTLEFIELD

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

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

           The troops in the trenches cheer at the sight of the
        crashing walker.
           An officer gives a signal to his men and Rebel troops
        charge the fallen war machine.

TRENCH OFFICER: Come on!

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

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

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

WEDGE: (into comlink) Whooha!! That got him!

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

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

INTERIOR: REBEL BASE -- COMMAND CENTER

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

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

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

RIEEKAN: (into comlink) Launch patrols.

LEIA: (to an aide) Evacuate remaining ground staff.

INTERIOR: REBEL BASE -- MAIN HANGAR

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

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

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

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

EXTERIOR: HOTH -- BATTLEFIELD

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

INTERIOR: IMPERIAL SNOW WALKER -- COCKPIT

           General Veers studies various readouts on his control
        panel.

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

EXTERIOR: HOTH -- BATTLEFIELD

           Luke's speeder a
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