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THE EMPIRE STRIKES BACK


				 Written by
     
                              Lawrence Kasdan 

                                    and 

                              Leigh Brackett

				   
                        From a story by George Lucas
EXT. GALAXY - PLANET HOTH

A Star Destroyer moves through space, releasing Imperial probe robots 
from its underside.  

One of these probes zooms toward the planet Hoth and lands on its ice-
covered surface.  An explosion marks the point of
impact. 
EXT. HOTH - METEORITE CRATER - SNOW PLAIN - DAY

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

A small figure gallops across the windswept ice slope.  The bundled 
rider is mounted on a large gray snow lizard, a Tauntaun.  Curving 
plumes of snow rise from beneath the speeding paws of the two-legged 
beast.

The rider gallops up a slope and reins his lizard to a stop.  Pulling 
off his protective goggles, Luke Skywalker notices something in the 
sky.  He takes a pair of electrobinoculars from his utility belt and 
through them sees smoke rising from where the probe robot has crashed.

The wind whips at Luke's fur-lined cap and he activates a comlink 
transmitter.  His Tauntaun shifts and moans nervously beneath him.

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

After a little static a familiar voice is heard.

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

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

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

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

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

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

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

				LUKE
		Aaargh!

Luke grabs for his pistol, but is hit flat in the face by a huge white 
claw.  He falls unconscious into the snow and in a moment the terrified 
screams of the Tauntaun are cut short by the horrible snap of a neck 
being broken.

The Wampa Ice Creature grabs Luke by one ankle and drags him away 
across the frozen plain.
EXT. HOTH - REBEL BASE ENTRANCE - DAY

A stalwart figure rides his Tauntaun up to the entrance of an enormous 
ice cave.
INT. HOTH - REBEL BASE - MAIN HANGAR DECK

Rebel troopers rush about unloading supplies and otherwise securing 
their new base.  The rider, Han Solo, swings off his lizard and pulls 
off his goggles.

He walks into the main hangar deck toward the Millennium Falcon, which 
is parked among several fighters.  Mechanics, R2 units, and various 
other droids hurry about.  Han stops at the Millennium Falcon where his 
Wookiee copilot, Chewbacca, is welding on a central lifter.  Chewie 
stops his work and lifts his face shield, growling an irritated 
greeting to his boss.

				HAN
		Chewie!

The Wookiee grumbles a reply.

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

Chewbacca puts his mask back on and returns to his welding as Han 
leaves.
INT. HOTH - REBEL BASE - COMMAND CENTER

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

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

				RIEEKAN
		Solo?

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

				RIEEKAN
		Commander Skywalker reported in yet?

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

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

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

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

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

				RIEEKAN
		I'm sorry to hear that.

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

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

				HAN
		Thank you, General.

He turns to Leia as Rieekan moves away.

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

				LEIA
		That's right.

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

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

Han walks away into the quiet corridor adjoining the command center.  
Leia stews a moment, then hurries after him.
INT. HOTH - REBEL BASE - ICE CORRIDOR

				LEIA
		Han!

Han stops in the corridor and turns to face Leia.

				HAN
		Yes, Your Highness?

				LEIA
		I thought you decided to stay.

				HAN
		Well, the bounty hunter we ran 
		into on Ord Mandell 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.  
		Aah - uh huh!  Come on.

Leia stares at him, understanding, then laughs.

				LEIA
You're imagining things.

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

				LEIA
		I'd just as soon kiss a Wookiee.

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

Angrily, Han strides down the corridor as Leia stares after him.
INT. HOTH - REBEL BASE - ANOTHER ICE CORRIDOR

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

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

Artoo beeps a stream of protesting whistles.

				THREEPIO
		Oh, switch off.
INT. HOTH - REBEL BASE - MAIN HANGAR DECK

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

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

Chewie grumbles in irritation.

				THREEPIO
		Excuse me, sir.

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

				THREEPIO
		Might I have a word with you, 
		please?

				HAN
		What do you want?

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

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

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

				HAN
		I don't know where he is.

				THREEPIO
		Nobody knows where he is.

				HAN
		What do you mean, "nobody knows"?

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

				THREEPIO
		Well, uh, you see...

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

				HAN
		Deck Officer.  Deck Officer!

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

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

				DECK OFFICER
		Yes, sir?

				HAN
		Do you know where Commander 
		Skywalker is?

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

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

				DECK OFFICER
		Yes, sir.

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

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

				HAN
		Why not?

				THREEPIO
		Impossible man.  Come along, Artoo, 
		let's find Princess Leia.  Between 
		ourselves, I think Master Luke is 
		in considerable danger.
INT. HOTH - REBEL BASE - MAIN ICE TUNNEL

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

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

				HAN
		Not likely.  Are the speeders ready?

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

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

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

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

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

Han pushes through the troops and mounts a Tauntaun.

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

				HAN
		Then I'll see you in hell!

Han maneuvers his mount out of the cave and races into the dark bitter 
night.
EXT. HOTH - ICE GORGE - DUSK

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

Exhausted, he drops back into his hanging position.  As he hangs there, 
he spies his lightsaber lying near a pile of his discarded gear, about 
three feet out of reach.

He focuses on the saber and, as his hand strains toward the weapon, he 
squeezes his eyes tight in concentration.

Just as the ice creature looms over Luke, the lightsaber jumps into 
Luke's hand.

The young warrior instantly ignites his sword, swinging up, and cuts 
himself loose from the ice.  He flops to the snow in a heap.  The 
startled creature moves back, his giant yellow eyes blinking.  Luke 
scrambles to his feet.  He swings his lightsaber and the beast screams 
in pain.
EXT. HOTH - ENTRANCE TO ICE GORGE - DUSK

Luke staggers out of the gorge into the dark and snowy twilight.  Weak 
and exhausted, he stumbles down a snow bank.
EXT. HOTH - SNOW PLAIN - DUSK

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

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

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

Artoo beeps, long and low.

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

Threepio turns to go back inside the main hangar as Artoo mournfully 
keeps his vigil.
EXT. HOTH - SNOW DRIFT - DUSK

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

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

A Rebel lieutenant moves to Major Derlin, an officer keeping watch with 
the princess.

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

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

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

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

He turns to the lieutenant.

				DERLIN
		Close the doors.

				LIEUTENANT
		Yes, sir.

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

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

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

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

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

				BEN
		Luke... Luke.

				LUKE
			(weakly)
		Ben?

				BEN
		You will go to the Dagobah system.

				LUKE
		Dagobah system?

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

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

				LUKE
			(groaning faintly)
		Ben... Ben.

Luke drops into unconsciousness.

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

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

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

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

				HAN 
		Not much time.

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

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

				HAN
		Hang on, kid.

				LUKE
		Dagobah system...

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

				HAN
			(reeling from the 
			 odor) 
		Whew...

				LUKE
		Dagobah...

				HAN
		This may smell bad, kid...

				LUKE
			(moaning)
		Yoda...

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

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

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

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

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

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

The pilot switches over to a new transmitter.

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

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

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

				ZEV
			(switching transmitters) 
		Echo Base... this is Rogue Two.  I 
		found them.  Repeat, I found them.
EXT. HOTH - SNOWDRIFT - DAY

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

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

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

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

Artoo beeps his good wishes.

				THREEPIO
		Artoo expresses his relief, also.

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

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

				LUKE
		Thanks to you.

				HAN
		That's two you owe me, junior.

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

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

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

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

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

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

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

Luke sparks to this; he looks at Leia.

				HAN
		She expressed her true feelings 
		for me.

Leia is flushed, eyes darting between Luke and Han.

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

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

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

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

With that she leans over and kisses Luke on the lips.  Then she turns 
on her heel and walks out, leaving everyone in the room slightly 
dumbstruck.  With some smugness, Luke puts his hands behind his head 
and grins.

Suddenly, in the distance, the muffled sound of an alarm is heard.

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

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

				HAN
		Take it easy.

				THREEPIO
		Excuse us, please.
INT. HOTH - REBEL BASE - COMMAND CENTER

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

				RIEEKAN
		Princess... we have a visitor.

The group hurries over to Rieekan.

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

				SENIOR CONTROLLER
		It's metal.

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

				HAN
		It could be a speeder, one of ours.

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

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

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

The transmission ends in static.

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

				RIEEKAN
		Send Rogues Ten and Eleven to 
		station three-eight.
EXT. HOTH - SNOW PLAIN - DAY

The dark probe robot moves past the smoldering ruins of station three-
eight and down a ridge toward the Rebel base.  It raises a large 
antenna from the top of its head and begins to send out a piercing 
signal.

The probe droid has spotted Chewbacca who, not thirty feet away, has 
popped his head over a snow bank.  Instantly, the probe robot swings 
around, its deadly ray ready to fire.  But before it can get a shot 
off, it is hit from behind by a laser bolt, and explodes in a million 
pieces.

Han Solo replaces his blaster in its holster and peers intently at the 
smoldering remains of the Imperial probe.
INT. HOTH - REBEL BASE - COMMAND CENTER

Leia and Rieekan listen to Han on the comlink.

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

				LEIA
			(into comlink)
		What was it?

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

				LEIA
			(into comlink)
		An Imperial probe droid.

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

				RIEEKAN
		We'd better start the evacuation.
EXT. SPACE - IMPERIAL FLEET

Darth Vader's Star Destroyer, larger and more awesome than the five 
Imperial Star Destroyers that surround it, sits in the vastness of 
space.  The six huge ships are surrounded by a convoy of smaller 
spacecraft.  TIE fighters dart to and fro.
INT. DARTH VADER'S STAR DESTROYER - BRIDGE - MAIN CONTROL DECK

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

				PIETT
		Admiral.

				OZZEL
		Yes, Captain

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

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

				PIETT
		The visuals indicate life readings.

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

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

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

				VADER
		You found something?

				PIETT
		Yes, my lord.

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

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

				VADER
		That is the system.  And I'm sure 
		Skywalker is with them.  Set your 
		course for the Hoth system.  General 
		Veers, prepare you men.
INT. HOTH - REBEL BASE - TRANSPORT BAY

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

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

				REBEL FIGHTER
		Right, sir.
INT. HOTH - REBEL BASE - MAIN HANGAR DECK

Alarms sound.  Troops, ground crews, and droids rush to their alert 
stations.  Armored snowspeeders are lined up in attack formation near 
the main entrance.

In the midst of all this activity, Han does some frantic welding on the 
lifters of the Millennium Falcon.

Han finishes his work and hops down to the hangar floor.  He pulls out 
his comlink, all the while eyeing problematic lifters.

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

Smoke rises from a minor explosion on the lifter.  Exasperated, Han 
surveys the new damage.
INT. REBEL BASE - MEDICAL CENTER

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

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

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

				MEDICAL DROID
		Take care, sir.

				LUKE
		Thanks.
INT. REBEL BASE - MAIN HANGAR DECK

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

				LUKE
		Chewie, take care of yourself, 
		okay?

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

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

				LUKE
		Yeah.

				HAN
		Be careful.

				LUKE
		You, too.

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

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

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

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

Rieekan exits hurriedly.
INT. VADER'S STAR DESTROYER - VADER'S CHAMBER - MEDITATION CUBICLE

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

				VADER
		What is it, General?

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

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

				VEERS
		He felt surprise was wiser...

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

				VEERS
		Yes, my lord.

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

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

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

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

				PIETT
		Yes, my lord.

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

				PIETT
		Thank you, Lord Vader.

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

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

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

				HOBBIE
		Two fighters against a Star Destroyer?

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

				PILOTS
			(in unison)
		Right.  Okay.

				LEIA
		Good luck.

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

The pilots hurry away.
EXT. HOTH - ICE PLAIN - SNOW TRENCH - DAY

Rebel troops carry heavy bazooka-type weapons and position them along 
the snow trench.  Men hurriedly respond to their officers' yelled 
orders and brace themselves against the rhythmic gusts of bitter-cold 
wind.

Other troops load power packs into a gun turret and swing its guns into 
position.
EXT. HOTH - ICE PLAIN - POWER GENERATORS

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

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

				RIEEKAN
		Their primary target will be the 
		power generators.  Prepare to 
		open the shield.
EXT. ICE PLAIN

The Rebel transport and two escort fighters begin their departure from 
the ice planet.
EXT. SPACE - IMPERIAL STAR DESTROYER

A huge Imperial Star Destroyer rests against a sea of stars, far above 
the white surface of the planet Hoth.
INT. IMPERIAL STAR DESTROYER - BRIDGE

An Imperial controller approaches his commander.

				CONTROLLER
		Sir, Rebel ships are coming into 
		our sector.

				CAPTAIN
		Good.  Our first catch of the day.
INT. REBEL BASE - COMMAND CENTER

				WOMAN CONTROLLER
		Stand by, ion control... Fire!
EXT. REBEL BASE ICE CAVE - ION CANNON

The giant ball-shaped ion cannon rotates into position and blasts two 
red energy beams skyward.
EXT. SPACE - HOTH - REBEL TRANSPORT

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

As the Rebel transport races toward the waiting Imperial Star 
Destroyer, it is overtaken by the two scarlet energy bolts.  The 
Imperial Star Destroyer is hit in the conning tower by the powerful 
bolts, which set up fiery explosions on its metal hull.

The big Star Destroyer veers, then spins wildly out of control.  As the 
Imperial ship careers into deep space, the Rebel transport races away 
to safety.
INT. REBEL BASE - MAIN HANGAR DECK

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

				ANNOUNCER
			(over loudspeaker)
		The first transport is away.

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

				DACK
		Feeling all right, sir?

				LUKE
		Just like new, Dack.  How about 
		you?

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

				LUKE
			(quietly, strapping 
			 in)
		I know what you mean.
EXT. HOTH - ICE PLAIN

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

A Rebel officer lifts a pair of electrobinoculars to his eyes.  Through 
the lens he sees a very close view of a giant Imperial snow walker.  He 
adjusts the view which then zooms back to reveal three more of the 
ominous battle machines.  Small flashes of yellow fire billow from the 
guns of the lumbering snow walkers.

The officer lowers his binoculars as the regular rhythmic pounding 
begins to make the ground vibrate.  The pounding grows louder and is 
accompanied by a high-pitched, metallic rattling.  The officer speaks 
into his comlink.

				TRENCH OFFICER
		Echo Station Three-T-Eight.
INT. REBEL BASE - CORRIDOR

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

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

				CONTROLLER
Imperial walkers on the north 
ridge.
EXT. HOTH - ICE PLAIN - SNOW TRENCH

The Rebel troops aim their weapons at the horizon as explosions erupt 
all around them.  They are nervous and their grip on their weapons 
tightens from the cold and from fear.

Behind the troops a dozen snowspeeders race through the sky.
INT. LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

				LUKE
			(into comlink) 
		Echo station Five-Seven.  We're 
		on our way.
EXT. HOTH - ICE PLAIN - BATTLEFIELD

The fleet of snowspeeders races above the ice field at full throttle.  
They accelerate away from the base and head toward the distant walkers.
INT. LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

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

				LUKE
		Steady, Dack.  Attack pattern 
		delta.  Go now!
EXT. HOTH - ICE PLAIN - BATTLEFIELD

The cannons mounted on the walker head fire at the speeders.  Other 
walkers loom in the background.  Two speeders race away past two of the 
enormous walkers and bank to the right.
INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

				LUKE
		All right, I'm coming in.

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

				LUKE
			(into comlink)
		Hobbie, you still with me?
EXT. HOTH - ICE PLAIN - BATTLEFIELD

Two speeders race directly at the head of a walker, then split and fly 
past it.

Three other walkers march onward, firing all cannons.
EXT. HOTH - ICE PLAIN - SNOW TRENCH

Rebel troops fire on the approaching walkers, as the snow and ice 
explode all around them.
EXT. HOTH - ICE PLAIN - BATTLEFIELD

A speeder banks through and away from the legs of a walker.  Two other 
speeders pass the first speeder from the opposite direction.  Other 
Rebel craft race just above the icy plain.

A giant walker head swivels and fires, striking a snowspeeder and 
sending it crashing in a ball of flames.
INT. IMPERIAL SNOW WALKER - COCKPIT

General Veers and two walker pilots keep a careful eye on the racing 
Rebel snowspeeders as they maneuver their lumbering war machine 
forward.

Luke's speeder banks in from the side of Veers's walker and heads 
straight for its viewport, blasting away.  An explosion hits the walker 
window, but dissipates, doing no harm.  The speeder roars up and over 
the impregnable war machine.
INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

				LUKE
		That armor's too strong for 
		blasters.

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

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

Dack is at the gunner's controls.

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

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

Barely keeping his seat in the tumbling ship, Dack struggles to set up 
his harpoon gun.

Luke swings his speeder around and heads toward an oncoming walker.  
Laser bolts and flak fill the air, creating a deadly obstacle course 
for the tiny craft.
EXT. HOTH - ICE PLAIN - BATTLEFIELD

Rogue Leader and another snowspeeder fly in tight formation toward the 
walker as explosions burst all around them.
INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

				LUKE
		Dack?  Dack!

Dack is lost.  Blood streams down his forehead, which rests on his 
smoldering controls.  Out the back window, an Imperial walker recedes 
in the distance.
EXT. HOTH - ICE PLAIN - SNOW TRENCH AREA

Rebel troops fire the dish like ray gun while explosions erupt around 
them.
EXT. HOTH - ICE PLAIN - BATTLEFIELD

Two walkers lumber toward the Rebel base as a speeder between them 
explodes in a ball of flames.
EXT. HOTH - ICE PLAIN - SNOW TRENCH

The dish like ray gun is hit by a laser bolt and instantly explodes.
INT. IMPERIAL SNOW WALKER - COCKPIT

Through the cockpit window, Veers and his pilot can see the Rebel power 
generators in the distance.

A hologram of Darth Vader appears on a control panel screen.

				VEERS
		Yes, Lord Vader.  I've reached the 
		main power generator.  The shield 
		will be down in moments.  You may 
		start your landing.
INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

				LUKE
			(into comlink) 
		Rogue Three.
INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

				WEDGE
			(into comlink) 
		Copy, Rogue Leader

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

				WEDGE
			(into comlink) 
		Coming around, Rogue Leader.
INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

				LUKE
			(into comlink) 
		Steady, Rogue Two
EXT. HOTH - BATTLEFIELD

Wedge's speeder races through the legs of one of the monstrous walkers.
INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

				WEDGE
			(to gunner) 
		Activate harpoon.

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

The harpoon hurtles toward the walker, In an instant it is embedded in 
one of the walker's legs.
INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

				WEDGE 
			(to gunner) 
		Good shot, Janson.
EXT. HOTH - BATTLEFIELD

The speeder Rogue Three races around one of the giant walker's feet, 
trailing the cable behind it.  Continuing around the back foot, Rogue 
Three then circles the walker around the tail end.
INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

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

				WEDGE
		One more pass.

				JANSON 
		Coming around.  Once more.
EXT. HOTH - BATTLEFIELD

The speeder sweeps left to right in front of the giant legs, towing the 
cable behind it.
INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

				JANSON
		Once more.

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

				JANSON
		Cable out!  Let her go!

				WEDGE
		Detach cable.
EXT. WEDGE'S SNOWSPEEDER, ROGUE THREE

The cable is released on the back of the speeder snaps loose and the cable 
drops away.
INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

				JANSON
		Cable detached.
EXT. HOTH - BATTLEFIELD

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

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

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

				TRENCH OFFICER
		Come on!

The troops run toward the downed walker, followed by two Rebel speeders 
flying overhead.  Just as they reach the walker, it explodes, the 
impact throwing some of the men onto the frozen ground.
INT. WEDGE'S SNOWSPEEDER, ROGUE THREE - COCKPIT

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

				WEDGE
			(into comlink) 
		Whooha!  That got him!
INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

				LUKE
			(into comlink) 
		I see it, Wedge.  Good work.
INT. REBEL BASE - COMMAND CENTER

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

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

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

				RIEEKAN
			(into comlink) 
		Launch patrols.

				LEIA
			(to an aide) 
		Evacuate remaining ground staff.
INT. REBEL BASE - MAIN HANGAR

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

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

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

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

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

General Veers studies various readouts on his control panel.

				VEERS
		All troops will debark for ground 
		assault.  Prepare to target the 
		main generator.
EXT. HOTH - BATTLEFIELD

Luke's speeder and Rogue Two fly in formation, banking from right to 
left and flying above the erupting battlefield.  Flak bursts all around 
them.
INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

				LUKE
			(into comlink) 
		Rogue Two, are you all right?
INT. ZEV'S SNOWSPEEDER, ROGUE TWO - COCKPIT

				ZEV
			(into comlink) 
		Yeah.  I'm with you, Rogue Leader.
INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

				LUKE
			(into comlink) 
		We'll set harpoon.  I'll cover for you.
EXT. HOTH - BATTLEFIELD

The two speeders race across the horizon toward the giant walkers.
INT. ZEV'S SNOWSPEEDER, ROGUE TWO - COCKPIT

				ZEV
			(into comlink) 
		Coming around.
INT.  LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

				LUKE
			(into comlink) 
		Watch that cross fire, boys.
INT. ZEV'S SNOWSPEEDER, ROGUE TWO - COCKPIT

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

				LUKE
			(over comlink) 
		Stay tight and low.
EXT. ZEV'S SNOWSPEEDER, ROGUE TWO

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

Spewing smoke, the speeder hurtles toward a looming walker.  Before 
they collide.  Rogue Two explodes in a million flaming pieces.
INT. LUKE'S SNOWSPEEDER, ROGUE LEADER - COCKPIT

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

				LUKE
			(into comlink) 
		Hobbie, I've been hit!
INT. REBEL BASE - COMMAND CENTER

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

				HAN
		You all right?

Leia nods.  She is surprised to see him.

				LEIA
		Why are you still here?

				HAN
		I heard the command center had 
		been hit.

				LEIA
		You got your clearance to leave.

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

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

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

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

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

				HAN
		Come on... that's it.

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

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

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

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

				THREEPIO
			(to Han and Leia) 
		Oh!  Wait for me!
EXT. BATTLEFIELD - SNOW TRENCH

Rebel troops retreat under the awesome Imperial onslaught.

				OFFICER
		Begin retreat!

				SECOND OFFICER
		Fall back!

Troops flee from the battle, the ground exploding around them.
EXT. HOTH - BATTLEFIELD

Three of the giant walkers, firing lasers, advance toward the Rebel 
headquarters.
EXT. HOTH - SNOW TRENCH

Continuing their retreat, the Rebels see the walkers looming ever 
nearer.
EXT. HOTH - BATTLEFIELD - ICE PLAIN

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

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

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

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

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

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

Veers's walker continues to advance toward the Rebel base.  The 
smoldering walker that Luke exploded stands smoking just to the right 
of Veers's path.
INT. IMPERIAL SNOW WALKER - COCKPIT

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

				VEERS
		Distance to power generators?

				PILOT
		One-seven, decimal two-eight.

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

				VEERS
		Target.  Maximum fire power.
EXT. HOTH - BATTLEFIELD

The Rebel troops continue their desperate retreat, pushed back by the 
relentless Imperial assault.
INT. HOTH - REBEL BASE - ICE CORRIDORS

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

He takes the comlink from his pocket.

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

Han and Leia turn and race down the corridor.

				THREEPIO
		But... but... but... where are 
		you going?  Uh... come back!!
INT. HOTH - REBEL BASE - COMMAND CENTER

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