Directed By: Irvin Kershner

Written By: George Lucas and Lawrence Kasdan

Cast: (main characters only)

Opening Crawl:

Plot Synopsis:

After the opening crawl fades away, the view of stars pans down to show an Imperial Star Destroyer. As we watch, a hatch on the underside of the ship opens and hundreds of tiny capsules float out and then rocket off in different directions. We follow one of the probes as it heads towards a white, ice-covered world (Hoth). We then cut to the surface of Hoth, where an Imperial Probot rises from the smoking crater, resembling a mechanical man-o-war jellyfish. Elsewhere on the surface, a strange creature that looks like a cross between a goat and a kangaroo (a Tauntaun) sprints across the snow, bearing a figure wearing heavy cold-weather gear. The creature stops on a rise, and the figure removes his goggles and scarf to reveal a slightly older Luke Skywalker. He looks across the snow with his binoculars and sees the smoke from the Probot landing, then calls across his communicator to Han Solo, reporting no new activity but commenting that he wants to check out the "meteor" crashsite. Han acknowledges and heads back for base. Luke's mount starts acting nervous, and the two are suddenly attacked by a large Yeti-like creature (a Wampa). Luke is knocked to the ground, unconscious as the creature drags him off.

At the Rebel base, Han rides into the hangar and dismounts his tauntan, stopping to soothe an irritated Chewbacca on his way to the command post. There he reports to the general in charge, and explains that he must leave the Rebels in order to pay back his debt to Jabba the Hutt. Apparently the bounty on Han's head has caused him to become the target of bounty hunters. A rather humorous scene ensues in which Leia tries to persuade Han to stay, and they argue over whether or not she has feelings for him. He is later helping Chewbacca to repair the Millenium Falcon so they can leave when C-3PO informs him that no one knows where Luke is. Han checks with the officer in charge and then ends up riding a tauntaun out into the snow to search for Luke. The act causes Leia, Chewbacca and the rest grave concern when the base must seal the doors for the night due to the freezing temperatures. As the massive hangar doors clang shut, the Wookie lets loose a mournful wail.

Meanwhile, in a cave somewhere, Luke comes to and finds himself hanging upside down, his feet securely frozen to the ceiling. As he remembers his situation, he can hear the Wampa as it noisily munches on his dead tauntaun. Seeing his lightsaber but unable to reach it, Luke concentrates, using the Force to call the weapon to his hand. Just as he cuts his feet free, the Wampa comes into the room and lunges toward him, losing its arm in the process. Luke scrambles out of the cave and runs out into the blizzard outside. When he can finally walk no more, he collapses into the snow and a vision of Obi-Wan Kenobi appears before him. The old Jedi instructs Luke to travel to the Dagobah system, where he can be properly trained by Jedi Master Yoda. As Luke passes out, the vision is replaced by Han Solo, whose tauntaun dies after he kneels next to the unconscious Luke. Using the younger man's lightsaber, Han slices open the tauntaun and stuffs his near-frozen friend inside to keep him warm. He then proceeds to build a shelter, hoping they can last throughout the night.

The next morning we see several Rebel speeders, now successfully adapted to the cold, racing across the snow as they search for Luke and Han. From the cockpit of one pilot, we witness his excitement as he spots a waving Han Solo on his scanners. We next see Luke floating in a tank of transparent blue liquid, startled as he regains conscious, then floating towards the top of the tank. Next time we see him, he is dressed in a white robe and is reclining on a bed in what appears to be a makeshift hospital room. A jubilant Han Solo enters with Chewbacca and congratulates Luke on his survival. Leia then enters, and Han begins teasing her again about her supposed feelings towards him. A frustrated Leia roughly kisses Luke and then storms out of the room. Dumbstruck, Han and Chewbacca look on as Luke smugly leans back and begins to whistle. His victory is short-lived, however, as an alarm begins sounding throughout the compound. Han and Chewie leave, telling the still-smiling Luke to take it easy.

In the command post, the general informs Han that they've detected a communications signal that's not theirs. C-3PO identifies it as a possible Imperial code. Han and Chewbacca ride out to investigate, and wind up destroying the Probot, but not before identifying it as an Imperial probe droid. The general immediately orders the evacuation of the base to begin. Several systems away, a fleet of Star Destroyers are shadowed by a massive Super Star Destroyer easily five times their size -- Darth Vader's personal ship, the Executor. The communications officer of the Executor displays the communication from the probe droid on Hoth. The Captain of the ship notifies the Admiral in charge, but the headstrong admiral refuses to investigate the "minor" lead. Vader himself strides up, and senses that Hoth is the correct location. When he orders the fleet to Hoth and then storms off, the admiral gives the captain a fierce glare and then storms off after Vader.

On Hoth, we see the Rebels preparing the base for evacuation, loading equipment and performing final repairs on various ships and transports. In the command post, a technician calls the general over and announces that a fleet of Star Destroyers has just entered the system. The general grimly orders them to raise the base's energy shield and begin launching the ships. In Vader's chambers aboard the Executor, General Veers, the commander of the Empire's ground forces, informs Vader that the shield will prevent bombardment and that the Rebels are evacuating. Vader orders Veers to begin landing his troops, and then executes the admiral in charge for coming out of hyperspace too soon. The admiral's death promotes the captain to Admiral, and Vader explains that he wants no more mistakes. A nervous captain agrees, then turns to arrange the fleet's attack on Hoth.

On Hoth, the rebels are preparing for ground assault when they spot a squad of enormous four-legged walkers coming across the snow towards the base. The walkers are troop transports called AT-ATs, and they are escorted by over a dozen smaller two-legged walkers called AT-STs. The rebel speeders launch to engage the walkers. As the fight proceeds, the rebels manage to bring down one of the walkers by wrapping a cable around its legs, tripping the vehicle. After crashing his speeder, Luke brings down another by cutting into its underside with his lightsaber and lobbing an explosive up into it before heading back to base and his own fighter. The lead walker, bearing General Veers, successfully destroys the base's power generator, and the shield drops. The base begins to flood with Imperial troops. In the command post, Han Solo grabs a hardheaded Leia and forces her further into the base, retreating for the hangar and transports. When a cave-in stops them, he takes her to the Millenium Falcon instead. They manage to blast out of the hangar just as Vader and several stormtroopers arrive.

Out in space, Luke heads for Dagobah while the Millenium Falcon races through space as it attempts to dodge the fire of a Star Destroyer. Its hyperdrive down, the Falcon is forced to evade several TIE Fighters, leading them into an asteroid field before finally diving into a large hole on one of the bigger asteroids. Hidden deep within the asteroid, Han and Chewie begin repairs on the ship. Elsewhere in the galaxy, Luke approaches the swampy planet of Dagobah and commences a rather rough landing which leaves his fighter half-submerged in the swamp. He then sets out to find Yoda. As he and R2-D2 camp near the fighter, they are met by a small green alien who claims to know where Yoda is and leads them off across the swamp. In the Hoth system, Vader is contacted by the Emperor himself, who declares that Luke must not become a Jedi, and orders Vader to kill him. Vader suggests that they instead turn him to the dark side of the Force, making him an ally instead of an enemy. The Emperor ponders the matter and then agrees. He orders Vader to attempt it.

Back in the asteroid, Han and Chewie's repairs are interrupted by tremors. Leia then reports seeing a large bat-like creature (a mynock) on the cockpit window. Investigating outside the ship, Han and Chewie find other mynocks and begin to shoot them off the hull of the ship. When Han accidentally shoots the ground, the entire cave starts moving. After a few more shots, they realize that they are actually in the belly of a gigantic worm-like creature living in the asteroid, and barely escape its massive jaws as they fly away from the asteroid. On Dagobah, Luke loses his patience with the small alien and his strange ways. The alien begins to speak to the air, and the disembodied voice of Obi-Wan replies. Luke realizes that the small creature is Yoda himself, and begs to be trained. A reluctant Yoda finally agrees, and promises Luke that he may regret the decision.

We next see Luke training, running through the swamp with Yoda attached to his back. As he flips and leaps, Yoda instructs him, giving him a crash course in the Force and its two halves - the light side and the dark side. They stop near a cave which Yoda claims is strong with the dark side. At his command, Luke enters the cave, but takes his weapons despite Yoda's advice to leave them. Inside the dark and gloomy cave, he is surprised when Darth Vader walks toward him. Ignoring Yoda's warning, Luke ignites his lightsaber and begins to fight the figure - a symbol of all that Luke holds as evil and wrong. After a few blows, he decapitates "Vader", and the severed mask rolls to his feet and explodes, revealing his own face inside. Outside the cave, a disappointed Yoda shakes his head solemnly.

Some time later aboard the Executor, Vader briefs a line of bounty hunters on the fact that he wants the Falcon and all aboard captured alive. He makes special mention to an armored bounty hunter (Boba Fett) that there are to be no disintegrations. Back near the asteroid field, the Millenium Falcon is fleeing from yet another Star Destroyer, and Han finds that the hyperdrive still doesn't work. He then races straight towards the Star Destroyer and disappears from their scanners. A very nervous captain decides to personally inform Vader that they lost the ship, and apologize accordingly. On Dagobah, Luke is learning to levitate rocks and other objects when his fighter suddenly shudders and sinks completely beneath the swamp. At Yoda's command, a dejected and doubtful Luke attempts to levitate the fighter but fails. Yoda then demonstrates the power of the Force by lifting the fighter up out of the swamp and moving it to a patch of solid ground. When Luke exclaims that he can't believe it, Yoda replies that his unbelief is why he failed.

Back aboard the Executor, Vader informs the captain that his apology is accepted as his lifeless body hits the floor. Vader then turns to the admiral, who informs him that the Falcon doesn't appear anywhere on the Fleet's scanners. Vader instructs the admiral to find them, and orders the fleet out of the system. Outside in space, as the Fleet dumps its garbage in preparation for the jump to hyperspace, the Millenium Falcon floats off with the garbage, finally taking off after the Fleet has left. Behind them, a small craft also flies out of the garbage, following them towards their new destination of Bespin -- a planet where Han's old friend Lando Calrissian is the administrator of a mining colony. On Dagobah, Luke's concentration is broken when he sees a vision of his friends being in danger. Yoda tells him it is a possible future he saw, but that leaving to help them would destroy all that they have worked so hard to obtain. A saddened Luke returns to his training.

On Bespin, Han is greeted by his old friend Lando, who at first pretends to be angry with him over an undisclosed incident in their past. The suave and charming Lando begins to flirt with Leia, and a semi-jealous Han leads her away into the city. As they tour the city, Lando claims that his technicians will repair the Falcon while he entertains the guests. They discuss Lando's administration of the colony (Cloud City), and Lando mentions that they are usually able to avoid the Empire's notice, remaining neutral in the galactic conflict. Along the way, C-3PO stumbles into a side corridor and is blasted by unknown assailants, scattering him into five or six pieces.

Far away on Dagobah, Luke is preparing his fighter despite the protests of Yoda. A vision of Obi-Wan appears and also tries (unsuccessfully) to convince Luke that the best thing he can do is stay and complete his training. Luke is adamant, claiming that the visions of his friends are growing stronger. Obi-Wan tells him, that, if he leaves to face Vader now, the old Jedi Knight will be powerless to help him during the conflict. This causes Luke pause, but his decision is made. After promising to return to complete his training, he boards his fighter amidst their last-minute warnings and instructions about Vader and the dark side. As he takes off, Obi-Wan states that he is their last hope, but Yoda responds that there is another.

In a room in Cloud City, Leia is staring out the window when Han comes in, mentioning that the Falcon is almost fixed. She expresses her concern over the missing C-3PO, but Han tells her they will find him and leave soon. Chewbacca then arrives, carrying the blasted pieces of the missing droid in a basket. As they discuss it, Lando arrives and invites them all to dinner. They agree and follow Lando towards the dining hall, during which time he mentions that he's just made a deal that will keep the Empire away from his city. When the door to the chamber opens, Darth Vader stands waiting for them at the head of the table. Han fires several shots at Vader, but the Dark Lord easily deflects them with his hands and then pulls the gun away from Han as the corridor behind them fills with stormtroopers. A grim Lando apologizes for the betrayal, and a saddened Han and Leia stride forward into the chamber, the door sliding closed behind them.

As Luke speeds towards the system, Chewbacca stands in a Cloud City detention cell, covering his hears from the piercing noise piped into the room. When the noise finally stops, he sits down and begins working on the damaged C-3PO. When the head is connected to the torso and activated, the panicked droid reveals that he was shot by the stormtroopers when he discovered them. Elsewhere in the city, Han is being tortured by Vader's technicians. The armored bounty hunter stands outside and reminds Vader that the smuggler is no good to him dead. Vader admonishes Boba, and then rebuts Lando's protests, threatening to take over the city if he continues. Lando relents, but walks off muttering his doubts about the deal. Back in the cell, troopers drag in a half-conscious Han, who is enthusiastically greeted by Chewbacca. The troopers also send in Leia, who runs to Han's side and cradles him. The reunion is cut short when Lando arrives and reveals to them that Han is going to be given to Boba Fett and the rest of them will be left on Cloud City. He also reveals that their capture is merely a trap for Luke, who is entering the system as they speak. An angered Han manages to punch Lando before collapsing, and the conflicted Lando leaves them together in the cell.

Later, in a carbon freezing chamber, our heroes are marched into the chamber and left standing around a deep pit in the middle of the room. Lando informs Han that he is being frozen in carbonite, in order to test the process before it's used on Luke. Han and Leia are forced to say a tearful goodbye as Han is lowered into the pit and frozen into a slab of grey metal, a goodbye in which Leia finally breaks and tells Han that she loves him. Afterwards, Lando checks the slab and announces that Han is alive and in perfect hibernation. C-3PO, strapped to Chewbacca's back since his legs still aren't attached, mentions that Han should be quite safe while imprisoned in carbonite, which is little comfort to a distraught Leia. Vader orders the pit reset for Luke, and then orders that Leia and Chewbacca be taken to his shuttle. Lando protests, but is quickly silenced. As Luke darts through the corridors of the city, he encounters Lando and several stormtroopers as they escort Leia and Chewbacca (and C-3PO, still attached to Chewbacca's back) to Vader's shuttle. After a brief firefight, he loses them, and continues deeper into the city.

As Luke wanders into a hallway, the door seals shut behind him, and he soon finds himself in the carbon freezing chamber we saw earlier. As he turns, he finds himself facing Darth Vader, and Luke ignites his lightsaber, eager to challenge the Dark Lord. As he begins to attack Vader, we see Leia and Chewbacca being marched through the corridors along with Lando. Lando presses a control and activates Lobot, his cyborg assistant, who promptly ambushes the stormtroopers with a squad of Cloud City guards. Lando frees Leia and Chewbacca, but Chewbacca instantly grabs the traitor by the throat. A gasping Lando tries to tell them that they can still save Han, and the group heads off for Boba Fett's landing platform.

On the platform, we see the guards load Han, still encased in carbonite, onto Fett's ship. As Leia and crew race through the city's corridors towards the platform, they find R2-D2, who was seperated from Luke earlier. Unfortunately, they get to the platform just in time to see his ship blast off into the sky. Suddenly besieged by stormtroopers, they must then trust Lando as he leads them back into the city and towards the Millenium Falcon after R2-D2's attempts to access the city databanks meet with little success.

In the carbon freezing chamber, Luke is aggressively attacking Vader, forcing the Dark Lord to defend himself. Vader is impressed, telling Luke that he has learned much. An arrogant Luke is soon caught off guard and disarmed. The attacking Vader then drives him back toward the freezing pit, eventually causing him to lose his balance and fall into it. As Vader turns to activate the machinery and freeze Luke, a blur shoots up out of the pit behind him. When the seemingly victorious Vader looks down into the liquid, he is surprised to see Luke dangling among the hoses above the pit. The youth then drops down on the other side of the pit and uses the Force to call his lightsaber to him. He ignites it and brings the blade up just in time to block Vader's oncoming lightsaber. Realizing his mistakes, Luke now defends, parrying and blocking while still driving Vader back across the room. In a reverse of the previous situation, Vader loses his balance and falls into a maintenance trench along the outer edge of the room, then disappears into a side hatch. Luke deactivates his saber, then slowly crawls down into the trench in search of Vader.

As Luke cautiously moves through the maintenance corridors, he ignites his saber while in a room with a large window. When Vader enters the room from the other side, a still-eager Luke moves forward to attack. Vader's response is to begin ripping machinery off of the walls and hurl it at Luke. Luke's growing control of the Force allows him to deflect the first few pieces, but soon the room is a tornado of flying tools and parts. Unable to deflect it all, Luke is hit by a large part, which then goes flying out the window. As the room is depressurized, Luke is sucked out the window and flies out into the turbine shaft beyond. Vader, securely holding the wall, watches Luke's fate and then sets out to find the body. Outside in the shaft, Luke is able to grab a gantry and scramble back inside.

Elsewhere in the city, Leia and her group fight their way to the Falcon, with Lando broadcasting a city-wide evacuation along the way. They finally reach the ship, and take off into the sky. In the turbine shaft, Luke is making his way back into the corridors when he is nearly beheaded by Vader's saber. The two being parrying and thrusting again, with Luke being forced back out onto the gantry. Now fighting fast and furious, the two combatants appear evenly matched. With a quick lunge, Luke manages to slice Vader's arm up near the shoulder, causing the Dark Lord to cry out in pain. However, as Luke raises his arm for another slash, Vader twists and swings his blade right through Luke's wrist, sending both his hand and his lightsaber flying off into the shaft. An anguished Luke tucks his wounded wrist under his other arm and climbs off onto an antenna assembly protruding from the end of the gantry. He backs as far away as he can from the figure in black armor, trapped with nothing but the seemingly endless shaft around him. What happens next is one of the most famous scenes in cinema history...

Nearly within arm's reach from the wounded Luke, Vader stands perched at the end of the gantry and invites Luke to join him, seducing him with the offer of the dark side's power. Luke resists, and Vader states "If you only knew the power of the dark side. Obi-Wan never told you what happened to your father." Luke replies "He told me enough! He told me you killed him." Vader's next sentence will change Luke's life forever. As he reaches out to the beaten and tormented Luke, he utters the words "No. I am your father." A shocked and shattered Luke stares at Vader for several heartbeats before screaming that it's not possible. Vader assures him it is, and tells him that he is powerful enough to destroy the Emperor. He invites Luke to help him defeat the Emperor and then rule the galaxy together as father and son. A completely devastated Luke ponders this new information, then calmly lets go of the antenna and drops down into the depths of the shaft. Vader stands there, staring down into the shaft, then briskly walks back into the city.

At the bottom of the shaft, Luke is swept into a pipe which then dumps him out a hatch on the underside of the city. He manages to grip another antenna assembly but hangs there limply, barely able to grip the metal. He mentally calls out to Ben for help, but remembers Ben's words on Dagobah. He instead concentrates on Leia, calling out her name. Miles away, on the Millenium Falcon, Leia's eyes glaze over as she seems to hear Luke's call. Following her instincts, she instructs them to head back to the city despite a protesting Lando and confused Chewbacca. As they approach the city from underneath, they notice Luke on the antenna and cruise up beneath him. Just as he loses his grip and falls, he is caught by Lando and dragged into the top hatch of the Falcon. The ship then races off towards space.

In the lounge of the Falcon, Leia adjusts the medical equipment on Luke and tries to make his wounded arm comfortable. When the ship lurches, she kisses him and heads back up to the cockpit, where the Executor is showing on the scanners. Pursued by TIE Fighters, Lando hits the switch to engage the hyperdrive, but it doesn't work (again). A protesting Lando is left in the cockpit while Chewbacca heads to the engine compartment. Meanwhile, a distraught Luke finds that he is able to sense Vader now as the Falcon flies dangerously close to the Executor. Across the mental link, Vader continues to persuade Luke towards him and the dark side. A shattered and beaten Luke bemoans his fate and wonders why Obi-Wan Kenobi didn't tell him the truth on Tattooine.

Back in the lounge, as R2-D2 is repairing C-3PO's legs, the little droid informs his counterpart that the hyperdrive is simply turned off - a fact he learned while connected to the city databanks. While the Wookie bangs on the hyperdrive in frustration, the astromech rolls over and flips a switch. Suddenly, the ship shoots forward into hyperdrive, whisking our heroes away from the Imperial Fleet. Back on the bridge of the Executor, as the Falcon disappears into hyperspace, the Admiral and Captain look at each other in terror, then glance at Vader. Quite unexpectedly, however, the Dark Lord slowly turns away and walks off the bridge, contemplating the events on Bespin.

Later, at the Rebel rendevous point, Luke is seated in a chair while a medical droid adjusts his new robotic hand. As the droid tests the sensitivity of the new prosthetic fingers, Luke is talking to Lando and Chewbacca, who are departing for Tattooine in the Falcon. Their discussion reveals that they are planning to rescue Han from Boba Fett and Jabba the Hutt, and that Luke will meet there later. When the droid finishes his adjustments, Luke looks at the hand and wriggles the fingers experimentally, then walks over to a huge viewport staring out in space. He puts his arm around Leia and holds her comfortingly as a shiny R2-D2 and C-3PO look on. The four of them watch as the Millenium Falcon disconnects from its docking port and jumps to hyperspace. Fade to black, begin end credits.