From: Brendon J Wahlberg 

Here, at long last, is the second draft script of ANH. I found this,
and Gallandro did all the work of scanning the photocopies of the
typewritten pages. Big thanks are due to him!!





 
 
                                  THE ADVENTURES
                                  --- ----------
 
                                        OF
                                        --
 
                                  THE STARKILLER
                                  --- ----------
 
                                   (episode one)
 
                                  "The Star Wars"
 
                                        by
 
                                   George Lucas
 

 
 
                                                     LUCASFILM LIMITED
 SECOND DRAFT                                        52 Park Way
                                                     San Anselmo
 January 28, 1975                                    California 94960
 
 
 
 
 
                     "...And in the time of greatest
                     despair there shall come a savior,
                     and he shall be known as: THE SON
                     OF THE SUNS."
 
                                   Journal of the Whills, 3:127
                                   ------- -- --- ------
 
 
 
 
              FADE IN:

         1.   SPACE

              A vast sea of stars is broken as the warm, amber surface
              of the planet, UTAPAU, emerges from a total eclipse.
              Five small moons slowly drift into view from the far side
              of the planet.  The MAIN TITLE is followed by a ROLL-UP:

                        The REPUBLIC GALACTICA is dead.  Ruthless
                        trader barons, driven by greed and the lust for
                        power, have replaced enlightenment with
                        oppression, and "rule by the people" with the
                        FIRST GALACTIC EMPIRE.

                        Until the tragic Holy Rebellion of "06", the
                        respected JEDI BENDU OF ASHLA were the most
                        powerful warriors in the Universe.  For a
                        hundred thousand years, generations of Jedi
                        Bendu knights learned the ways of the
                        mysterious FORCE OF OTHERS, and acted as the
                        guardians of peace and justice in the
                        REPUBLIC.  Now these legendary warriors are all
                        but extinct.  One by one they have been hunted
                        down and destroyed by a ferocious rival sect of
                        mercenary warriors:  THE BLACK KNIGHTS OF THE
                        SITH.

                        It is a period of civil wars.  The EMPIRE is
                        crumbling into lawless barbarism throughout the
                        million worlds of the galaxy. From the
                        celestial equator to the farthest reaches of
                        the GREAT RIFT, seventy small solar systems
                        have united in a common war against the tyranny
                        of the Empire.  Under the command of a mighty
                        Jedi warrior known as THE STARKILLER, the REBEL
                        ALLIANCE has won a crushing victory over the
                        deadly Imperial Star Fleet.  The Empire knows
                        that one more such defeat will bring a thousand
                        more solar systems into the rebellion, and
                        Imperial control of the Outlands could be lost
                        forever...

              A tiny silver space craft races from behind one of the
              lifeless Utapau moons.  The small rebel spacefighter is
              being chased by four giant Imperial star destroyers.
              Hundreds of deadly laser bolts streak from the Imperial
              warships as they dive on the smaller craft.

              Every few moments, the little rebel ship returns the
              fire, until one of the Imperial battlewagons explodes,
              causing it to fall out of formation.  The three remaining
              stardestroyers continue the pursuit.

         2.   INT. REBEL SPACEFIGHTER - LASER GUN TURRET

              The two elaborate laser gun turrets belch a smoky exhaust
              as the gun crews, wearing heat-protective suits, goggles
              and breath masks, cheer and congratulate each other on
              the direct hit.  The gunnery CHIEF finishes speaking into
              his helmet "com-link", and yells to the crew.

                                      CHIEF
                            I don't know what you boys are so cheery
                            about; there are still three more out
                            there.

              The crews snap-to, and turn back to their giant guns.
              Several stubby, three-legged ROBOTS scurry to and fro,
              bringing equipment, and repairing damage to sections of
              the turrets.

         3.   INT. REBEL SPACEFIGHTER - MAIN PASSAGEWAY

              The chaos of battle echoes through the narrow, main
              passageway of the starfighter.  An explosion rocks the
              ship, and two construction robots, ARTOO DETOO (R2-D2)
              and SEE THREEPIO (C-3PO) struggle to make their way
              through the shaking, bouncing passageway.  Both robots
              are old and battered.  Artoo is a short (36 inches),
              claw-armed, tri-ped.  His face is a mass of computer
              lights, surrounding a radar eye.  Threepio, on the other
              hand, is a tall, slender robot of human proportions.  He
              has a gleaming bronze-like metallic surface of an "Art
              Deco" design.

                                      THREEPIO
                            Artoo, my friend, this is madness!  If this
                            keeps up, we're going to be destroyed.  I'm
                            afraid I'm still not accustomed to space
                            travel...  What are we to do?

              The little dwarf robot makes a series of electronic
              sounds that only a robot could understand.

                                      THREEPIO (CONT'D)
                            Relax?!?...What do you mean we're in no
                            immediate danger??! You're faulty, this is
                            madness!

              Artoo gives his tall companion a sheepish computer blink
              and starts off down the hallway. .

                                      THREEPIO (CONT'D)
                            Artoo Detoo, wait!  Wait a minute.

              Threepio climbs through a hatch and starts after Artoo.

         4.   EXT. SPACE BATTLE

              One of the giant Imperial Stardestroyers breaks formation
              and surges ahead of the others, closing on the tiny rebel
              space craft.  The main battery of laser cannons on the
              huge Imperial warship directs an overwhelming
              concentration or laser fire at the main solar fin on the
              rebel ship.  Finally it disintegrates, creating a
              spectacular heavenly display.

         5.   INT. REBEL SPACEFIGHTER - POWER SECTION

              A sudden pressure change sucks equipment and debris
              through the power section of the spacefighter.  Alarms
              are sounding everywhere.  The spaceship shudders under
              the impact of the Imperial barrage.  Artoo and Threepio
              are blown, slipping and sliding across the hallway floor
              into a stack of freight canisters.  The lanky Threepio
              becomes lodged under a computer console.

                                      THREEPIO
                            I'm dead!...I told you this would happen.
                            Artoo, I can't move.

              Little Artoo waddles over to his trapped companion.  He
              clears away several mangled canisters and climbs under
              the sparking and smoking computer.  He is chattering away
              in an elaborate combination of whistles, beeps and
              clicks.

                                      THREEPIO (CONT'D)
                            Oh my, I think something is melting.  Artoo
                            Detoo, this is all your fault...I should
                            have known better than to listen to a
                            half-pint thermo-astronic capulary
                            dehousing - assister.  You're truly
                            faulty.

              Artoo counters with a rather angry rebuttal as he
              struggles to pull the larger robot free from the small
              leg space under the computer console.  Two MEN hurriedly
              enter the power station and begin checking the damage.
              The robots can only see the humans' legs as they pass to
              and fro in front of the desk-like console; but they
              recognize the voice of their captain: DEAK STARKILLER.

                                      THREEPIO (CONT'D)
                            Shhh, it's the captain...

              The captain's FIRST OFFICER pops his head under the
              console and sees Artoo straining to free Threepio.  The
              little robot stops.

                                      OFFICER
                            Well, Hello!  Are you boys all right?

                                      THREEPIO
                            Yes sir, I'll be out in a minute.  No
                            damage that I can tell. Sorry to be of
                            trouble, sir...

                                      OFFICER
                            As you were.

              Artoo goes back to his pulling and pushing as the officer
              again becomes a pair of legs, and is joined by the
              sturdier legs of Captain Starkiller.

                                      OFFICER (CONT'D)
                            There's a C-3 unit jammed under the
                            console, but no damage, sir.

              Artoo uses one of his claw arms to cut away a small metal
              beam bent around Threepio's shoulder.

                                      DEAK
                            The solar activators are burned out.  The
                            shields are down.  They'll be boarding in
                            no time.  There is a Sith knight among
                            them.  I can feel his para-force.  Hurry,
                            secure your assault positions.  The BOGAN
                            force is strong with the enemy.


                                      OFFICER
                            Yes sir, the men are ready.

              The officer bows low and hurries out of the smoldering
              chamber.  Artoo stops his work, and the robots quietly
              watch Deak's legs as he paces the room.  He stands for a
              few moments in meditation.  The two mechanical men
              suddenly feel as if they are intruding, and every little
              creak and noise becomes an embarrassment.  A VOICE from
              another part of the ship yells out to the captain, and he
              rushes out of the room.  Threepio breathes a sigh of
              relief.

                                     THREEPIO
                           I think there will be no escape for the
                           captain this time...

         6.   EXT. REBEL SPACEFIGHTER

              The smoldering silver rebel craft is quickly surrounded
              by the three giant Imperial warships.  One of the huge
              stardestroyers moves into orbit just above the helpless
              rebel spacefighter.

         7.   INT. IMPERIAL STAR DESTROYER - COCKPIT

              An awesome array of lighted panels and computer monitors
              are reflected in the polished black helmets of six
              Imperial master-pilots.  A fifth-ranked General of the
              Fleet sits in a rotating chair suspended from the cabin
              ceiling, watching the chief pilot maneuver the huge
              warship above the tiny rebel spacefighter.

                                      CHIEF PILOT
                            That's as close as I dare take her.

                                      CAPTAIN (into intercom) We are in
                           position...stand by.  Remember, Lord Vader
                           wants as many of them taken alive as is
                           possible.  There will be no slaughter.

         8.   EXT. IMPERIAL STAR DESTROYER - UNDERBELLY

              The huge gray underbelly of the Imperial warship hovers
              less than twenty feet above the rebel spacefighter.

              A small hatch near one of the complex antenna groupings
              silently slides open.  With fascist precision, ten
              stormtroopers wearing ominous armored spacesuits drop
              onto the top of the disabled rebel craft. A burly
              sergeant aims his powerful laser pistol at the silver
              hull.

         9.   INT. REBEL STAR FIGHTER - HALLWAY

              A tremendous blast opens up a hole six feet wide in the
              side of the main passageway, sucking equipment and debris
              into the vacuum of space.  Three fearsome stormtroopers
              armed with chrome multi-laser rifles make their way
              through the smoking debris into the padded hallway.  The
              SERGEANT and four more armored troopers quickly follow.

                                      SERGEANT
                            Use your blades!  There's too much risk of
                            blaster ricochet in these cramped
                            quarters.

              The troops sling the rifles over their shoulders and take
              a small baton from their belts, which instantly ignites
              into a long glowing laser sword.

              At the far end of the passageway, a door swings wide
              revealing a rebel warrior wearing a breath mask and
              dressed in the distinctive uniform of an AQUILLIAN
              RANGER.  A long, deadly laser sword glows in his right
              hand, while several chrome ping-pong sized balls
              magically appear in his left.  Tiny antenna project from
              the chrome balls, and before the stormtroopers can raise
              their weapons, the balls fly out of the ranger's hand.
              One of the balls stops in the middle of the troops and
              explodes.  Three other balls shoot through the hole
              ripped in the side of the ship.

         10.  EXT. IMPERIAL STARDESTROYER - UNDERBELLY

              Six armored stormtroopers are assembled on the sleek
              silver hull of the rebel spacefighter.  The three chrome
              balls fly out of the rebel craft just as several more
              troops drop from the hatch of the Imperial
              stardestroyer.  One or the seekerbombs explodes among the
              assembled troops, flinging most of them into the vastness
              of space.  The two remaining bombs rocket toward the open
              hatch of the Imperial warship.  One of the surviving
              stormtroopers, clinging to the rebel craft, yells into
              his helmet intercom as he aims a laser pistol at the tiny
              chrome projectiles.

                                      TROOPER
                            Seekers!  Seekers!  Close the hatches!!

              A blast from the laser pistol hits one of the balls, and
              it explodes harmlessly outside the stardestroyer.  The
              second seeker bomb races into the stardestroyer, just as
              the hatch slides closed.  A muffled explosion is heard
              inside the huge spacecraft.

         11.  INT. REBEL SPACEFIGHTER - HALLWAY

              The Aquillian ranger charges what's left of the
              stormtroopers.  He swings his glowing laser sword high
              over his head; but before he can bring the deadly blade
              down on a victim, four more troops enter the ship and
              assail the ranger.  He. puts up a good fight, but soon
              falls under the superior odds.  A half dozen more armored
              stormtroopers enter the damaged ship and cautiously make
              their way down the narrow hallway.

         12.  INT. REBEL SPACEFIGHTER - COCKPIT

              Smoke fills the crowded cockpit of the rebel starship.
              The pilot struggles to remove a wounded comrade as an
              exhausted Aquillian RANGER enters and bows before Deak
              Starkiller.  The young captain's face is covered by a
              small, ornate face mask, but he appears to be about
              twenty-five years old. He is wearing the loose-fitting
              robes of a Jedi knight.

                                      RANGER
                            The Bogan force is too strong upon us.  Our
                            spirit is broken.

                                      DEAK
                            You must rally the men, fight off your
                            despair.  The force of others is still with
                            us...

                                      RANGER
                            Clieg is dead.  They're blasting the
                            lifepods before we can clear the ship.
                            We're trapped...

                                      DEAK
                            Then we must make this treachery costly for
                            them.  Return to your station.

              The ranger bows low before the Jedi starcaptain, and
              rushes out of the cockpit.  The pilot has returned to his
              seat in front of the ship's main control board.

                                      DEAK (CONT'D)
                            What's the power now?

                                      PILOT (TYREE)
                            It's up to five point nine; but we'll need
                            a lot more to ignite the engines...There
                            just isn't enough time...

                                      DEAK
                            Keep at it.   I'm going aft.

                                      PILOT (TYREE)
                            But what about your father. He must have
                            the KIBER Crystal if Ogana Major is to
                            survive.  He won't be able to hold out
                            against the Imperial siege much longer.
                            The risk was too great.  We'll never be
                            able to make contact with Luke now.  We've
                            lost everything.  We should never...

                                      DEAK
                            You're feeling the Bogan's despair.  Be
                            strong, Tyree, drive it from your
                            thoughts.  Luke is father's only
                            hope...maybe there is still a slim chance
                            we might salvage things.

              He moves to the computer bank, and speaks into the
              intercom.

                                      DEAK (CONT'D)
                            All R-2 units stand by for new prime
                            directive programming...

              He turns back to the pilot for a moment.

                                      DEAK (CONT'D)
                            What's the R-2 scramble code?

                                      Pilot (TYREE)
                            "Tan-takk RS-411".  Do you think one of
                            them might get through?

                                      DEAK
                            I'm afraid the chances of an R-2 unit
                            finding Luke down there are much better
                            than Luke's chances of getting back to
                            father...R-2 units compute as follows:
                            Scramble code, tan-takk RS-411.  Prime
                            directive - contact code "Angel blue".
                            Seek OWEN LARS at or near position:
                            321-DC-28.  Relay the following
                            transcription:

         13.  INT. REBEL SPACEFIGHTER - MAIN HALLWAY

              Little Artoo stands ridged in the middle of the
              smoke-filled passageway.  Threepio runs awkwardly toward
              the tiny robot from a large hatchway at one end of the
              corridor.  Artoo's computer face blinks wildly.

                                      THREEPIO
                            We're cut off.  They're coming from that
                            direction.  I heard them.  Come on, we'll
                            have to go back the way we came.

              Artoo lets out a long musical whistle, but doesn't move.

                                      THREEPIO (CONT'D)
                            Wait!?? They'll be here in moments!  I have
                            no intention of getting sent to the spice
                            mines of KESSAL, or smashed into...
                            what?!  A new prime directive!??!  Oh no!
                            Not at a time like this!  How much longer?

              The muted sounds of grinding and crushing get louder
              until a dozen Imperial stormtroopers, wearing
              spooky-looking armor, enter the passageway.  They arrange
              themselves geometrically, their movements synchronized,
              as they move stealthily through the unusually wide
              corridor.  Threepio grabs his little partner and
              struggles to drag him into the shadows of an emergency
              ventilator system.  Hard and weary, the troops advance --
              their glowing laser swords held at ready.  Suddenly,
              directly in back of the stormtroopers, about ten feet
              away, the imposing young Jedi, Deak Starkiller, steps
              from behind the open hatch.

              His chrome laser pistol still rests in its holster; but
              his laser sword sparks to life with a sharp hum.  One of
              the troopers senses his presence and turns freezing
              momentarily.  The rest of the troops turn a second later,
              almost as a reflex action.  A slow grim smile creeps
              across Deak's face, as the troops realize they are
              outmatched.

                                      TROOPER
                            He's a Jedi.  Use your blasters!

              Six troopers who are carrying their chrome laser rifles
              at the ready start to step forward and raise their
              weapons.  Deak is quicker.  In one amazing movement, he
              spins around, replacing his laser sword to his belt, and
              draws his deadly laser pistol, blasting out four shots
              that rip through the soldiers.  In a few moments, the
              entire passageway blazes with laser fire.  Laser bolts
              ricochet in wild random patterns, creating small
              explosions and finally a small hole in the wall, which
              sucks debris and stormtroopers into space, until finally
              it is plugged by a large supply canister.

              Artoo and Threepio are plummeted by loose equipment and
              debris.  Threepio attempts to cover his head.  Artoo
              pulls a grate off the vent system and starts to enter the
              dark shaft.  Threepio clings to a side rail for dear life
              as debris and laser bolts fly past him.  Artoo beeps to
              his terrified companion.

                                      THREEPIO
                            No more adventures!  I'm not going in
                            there.  No!  Never!

              Artoo disappears down the ominous shaft.  He leaves his
              friend with a few parting whistles.

                                      THREEPIO (CONT'D)
                            Don't call me a mindless philosopher, you
                            overweight glob of grease!  I simply think
                            you are going the wrong way.

              Threepio peers into the gloom of the vent shaft.

                                      THREEPIO (CONT'D)
                            Hello?!?  Artoo?...

         14.  INT. REBEL SPACEFIGHTER - COCKPIT CORRIDOR

              Stormtroopers scatter and run down an adjoining
              passageway; others duck behind storage lockers.

              Multiple laser fire rips through several stormtroopers
              who scream and stagger from the smoke, holding shattered
              arms and faces.  Deak and two Aquillian rangers back into
              a sealed corridor at the far end of the passageway.
              Deak's gun jams, and the two rangers are cut down behind
              him. The young Jedi ignites his glowing red laser sword
              and begins swinging.  Stormtroopers are cut down right
              and left, until they flee the corridor in panic, firing
              wildly as they stumble over canisters to escape.

              Suddenly several of the panic-stricken troopers who had
              fled down a sub-hallway are back into the cockpit area,
              more afraid of what's down the sub-hallway than the
              deadly Jedi's blade.  Troopers still fleeing the area
              crash into those returning.

                                      TROOPER
                            The Sith Knight...Lord Vader is coming.  Go
                            back.  Go back!

              A new courage, or greater fear, seizes the troops and
              they turn on Deak again and renew the attack.  The troops
              scramble away from the sub-hallway entrance, as something
              unspeakably evil and terrifying approaches the cabin.

         15.  INT. REBEL STARFIGHTER - SUB-HALLWAY

              The tall, gleaming Threepio rushes through several low,
              narrow corridors, yelling at Artoo, who races along as
              fast as his stubby mechanical feet will carry him.

                                      THREEPIO
                            Wait!  Wait a minute.  I'm coming.
                            ...Would you mind telling me where
                            you are off to?

              Artoo throws a short beep over his shoulder.


                                      THREEPIO (CONT'D)

                            Leaving?!  Leaving where?  Don't be
                            ridiculous, that's desertion!  I order you
                            to stop.  Did you hear me?  Stop!

              Artoo continues on, countering with a frenzy of
              electronic whistles and twangs.


                                      THREEPIO (CONT'D)
                            What new prime directive?  Why didn't I
                            receive it?  What's so important that I'm
                            not to be trusted?  I don't believe you.  I
                            think you're rattled.

              Artoo stops before the small hatch of an emergency
              lifepod.  He snaps the seal on the main latch and a red
              warning light begins to flash.  The stubby, dwarf-robot
              works his way into the cramped four-man pod.

                                      THREEPIO (CONT'D)
                            Hey!  What are you doing?  You can't use
                            that!...It's restricted.  You're not
                            permitted in there; you'll be de-activated
                            for sure.  The situation is not _that_
                            desperate!  Now come out of there before
                            someone sees you.

              A new explosion, this time very close, sends dust and
              debris through the narrow sub-hallway.  Flames lick at
              the two robots.  After a flurry of electronic swearing
              from Artoo, the lanky bronze Threepio jumps into the
              lifepod.

                                      THREEPIO (CONT'D)
                            I think I'm going to regret this; but my
                            prime directive IS preservation.

              The safety door snaps shut, and with the thunder of
              exploding latches, the tiny lifepod ejects from the
              disabled starfighter.

         16.  INT. IMPERIAL STARDESTROYER - COCKPIT

              On the main viewscreen, the lifepod carrying the two
              terrified robots speeds away from the stricken rebel
              spacecraft.

                                      CHIEF PILOT
                            There goes another one.  Look.

                                      CAPTAIN
                            Hold your fire.  No lifeforms.  It must
                            have short-circuited.

              The captain gets a message on his headset.

                                      CAPTAIN (CONT'D)
                            Yes...Yes...He's on his way down now...No.
                            Good, excellent.  I'll relay it.
                                 (he turns to
                                  the pilots) The ship is ours!

              The pilots cheer and an excited murmur rushes throughout
              the ship.

         17.  EXT. SKY OVER UTAPAU - LIFEPOD

              The reddish-yellow mass of Utapau seems to engulf the
              tiny lifepod containing the two robots.  The grouping of
              stardestroyers grows smaller as the pod descends toward
              the planet.


                                      THREEPIO
                            That's funny, the damage doesn't look as
                            bad from out here.  Are you sure this thing
                            is safe?

         18.  INT. REBEL SPACEFIGHTER - COCKPIT CORRIDOR

              Deak Starkiller cuts down several troops who make a
              frenzied, suicidal charge with laser swords.

                                      TROOPS
                            The Bogan!  The Bogan!

              They are no match for the incredibly agile young Jedi.
              For an eerie moment, all is deathly quiet as a huge
              darker figure appears in the sub-hallway.  The remaining
              stormtroopers bow low toward the doorway.  An awesome,
              seven-foot BLACK KNIGHT OF THE SITH makes his way into
              the blinding light of the cockpit area.  This is LORD
              DARTH VADER, right hand to the MASTER OF THE SITH.  His
              sinister face is partially obscured by his flowing black
              robes and grotesque breath mask, which are in sharp
              contrast to the fascist white armored suits of the
              Imperial stormtroopers.  The troops instinctively back
              away from the imposing warrior.

              Deak Starkiller stands firm; a new look of resolve sweeps
              across his tired face.  The smoky room is deathly quiet,
              except for the occasional snapping and popping of burning
              electrical circuits in the cockpit's sophisticated
              control panel.

              As the Black Knight enters the corridor, the few
              surviving troopers scramble into the sub-hallway.  Lord
              Vader speaks in an oddly filtered voice through his
              complex breathing mask.

                                      VADER
                            At last we meet!

                                      DEAK
                            With so much commotion, I expected your
                            master, not merely a servant.

              Vader is angered by this remark.  Taking a deep breath,
              he raises his arms and every object that isn't bolted
              down is picked up by an invisible force and hurled at the
              young Jedi.  When the objects reach about two feet of
              Deak, they are deflected by an invisible shield which
              surrounds him.

                                      DEAK (CONT'D)
                            The Bogan is strong with you; but not
                            nearly strong enough.  I'm afraid you -i
                            have to use your weapon, if you're able!

                                      VADER
                            I am Lord Darth Vader, first Knight of the
                            Sith, and right hand to His Eminence Prince
                            Espaa Valorum, the Master of the Bogan.
                            You will not mock me, or my Master; for the
                            Ashla is weak, and the FORCE OF OTHERS
                            cannot save you now...

              The fearsome dark knight ignites his laser sword and
              takes a defensive stance.  The two galactic warriors
              stand perfectly still for a few moments, sizing each
              other up and waiting for the right moment.  Deak seems to
              be under increasing pressure and strain, as if an
              invisible weight were being placed upon him.  He shakes
              his head and blinking, tries to clear his eyes.

                                      VADER (CONT'D)
                            Your powers are weak...

              Deak makes a sudden lunge at the huge warrior but is
              checked by a lightning movement of the SITH.  A second
              masterful slash-stroke by Deak is again blocked by his
              evil opponent.

              They stand motionless for a few moments, with laser
              swords locked in mid-air, creating a low buzzing sound.
              Another of the Jedi's blows is blocked, then countered.
              Deak stumbles back against a wall.  Slowly Deak is forced
              to his knees as all his energy is drained from his being.
              Finally, he collapses in a heap.  The sinister knight
              lets out a horrible, shrieking laugh, as stormtroopers
              rush in with restraining poles, followed by a braided and
              flashy Imperial commander.  Deak's arms and legs are
              pinned to the wall.  He struggles with his bonds.

                                      COMMANDER
                             So, we got him.  Your paraforce is strong
                             indeed.  The Emperor will be pleased. Why,
                             he's just a boy!

              An Imperial officer takes a gold medallion from around
              the young Jedi's neck.

                                      OFFICER
                            The Starkiller!

              A murmur of astonishment races throughout the troops.

                                      COMMANDER
                            Impossible!  He would have to be over three
                            hundred years old.  How could this Jedi
                            possibly be the Starkiller?

              The great Black Knight studies the golden crest, and then
              stares into the eyes of the fuming Jedi.  Vader has a
              visible dislike of the commander.

                                      VADER
                            This is another of his sons.

                                      COMMANDER
                            Your master said he'd killed them all...And
                            why is he wearing his father's crest?

                                      VADER
                            His father must be dead.  The Starkiller
                            would never give this up if he were
                            alive...It possesses great power.  _This_
                            boy must be the last...

                                      COMMANDER
                            "The son of the suns!" The last of the
                            Starkiller line, whom the seer's have said
                            would bring down the Empire.

                                      VADER
                            It appears we have altered destiny.

                                      COMMANDER

                                 (to an aid) Send word to the Emperor.
                            We've captured their "Savior".  The
                            rebellion is broken. The Starkiller is
                            dead.  Let the attack of Ogana Major
                            begin...

              The Black Knight takes a restraining pole from one of the
              guards and brutally jabs the young Jedi in the chest.
              Deak squirms in pain but does not cry out.  He is struck
              again.  An officer approaches the commander.

                                      OFFICER
                            Why would he chance running the blockade to
                            come out here in the middle of nowhere.
                            There is little on this planet...

                                      COMMANDER
                            An interesting question. Send a platoon of
                            "Tuskens" to the planet surface and have
                            them report anything unusual. Maybe he has
                            friends we should know about...
                                 (turning pointedly
                                  to Vader) or perhaps another
                            brother...

              Vader gives the commander an angry stare and suddenly it
              appears as if the commander can't catch his breath.  The
              commander turns and rushes out of the cabin in great
              distress.  Vader punches Deak one last time.

                                      VADER
                            You will come to know such suffering as
                            only the Master of the Bogan Force can
                            provide.  From you he will learn many
                            secrets...

              Vader throws Deak's head back painfully hard against the
              wall.

                                      VADER (CONT'D) (to the guards)
                            Bind him, and take him to my ship.
                                 (to Deak) There is no one to save you
                            now.

              His frightening laugh rings throughout the starship.

         19.  EXT. PLANET UTAPAU - EDGE OF THE DUNE SEA

              JUNDLAND, or "No Man's Land" where the rugged desert
              mesas meet the foreboding dune sea.  The two helpless
              astro-robots kick up clouds of dust as they leave the
              lifepod, and clumsily work their way across the desert
              coastline.  The stubby Artoo struggles desperately to
              keep up with the long-legged Threepio.  Suddenly, Artoo
              makes a sharp right turn, and starts off in the direction
              of the rocky desert mesas.  Threepio stops and yells at
              him.

                                      THREEPIO
                            Where do you think you're going?!?

              A stream of electronic noises pour forth from the small
              robot.

                                      THREEPIO (CONT'D)
                            ...to find Owen Lars?!?  What's
                            that?!?  Just because the boss was looking
                            for his brother doesn't mean WE have to
                            look for him!  That WAS the prime
                            directive, but not anymore...Besides, why
                            go that way?  It's so rocky.  Why not go
                            this way?  It would be much easier.  How do
                            you KNOW Owen Lars is that way?

              Artoo continues his electronic babbling.

                                      THREEPIO (CONT'D)
                            Don't get technical with me. I think you're
                            going the wrong way.  I've had just about
                            enough of you!  You pragmatic, nearsighted
                            scrap pile.  I don't believe this "Angel
                            Blue" even exits, but you just go that
                            way.  You'll be malfunctioning within a
                            day.

              He picks up the tiny robot and tosses him several feet
              into a large sand dune.  Threepio starts off in the
              direction of the dune sea.  Artoo struggles to his three,
              stubby feet and shakes a metallic claw arm at his
              disappearing ex-partner.

                                      THREEPIO (CONT'D) (over his
                                 shoulder)
                            ...And don't let me catch you
                            following me begging for help -because you
                            won t get it!

              Artoo counters with a few short whistles.

                                      THREEPIO (CONT'D)
                            Don't call ME a traitor.  My loyalty is
                            impeccable!...You emotion-brained
                            intellectual...

              Artoo's reply is a rather rude sound.  He turns and
              trudges off in the opposite direction.

         20.  EXT. PLANET UTAPAU - DUNE SEA

              Threepio, hot and tired, struggles up over the ridge of a
              dune, only to find more dunes, which seem to go on for
              endless miles.  He looks back in the direction of the now
              distant rock mesas.

                                      THREEPIO
                            You little malfunctioning twerp.  This is
                            all your fault.  You tricked me into going
                            this way, but you'll do no better.

              He sits in a huff of anger and frustration, knocking the
              sand from his joints.  His plight seems hopeless, when a
              glint of reflected light in the distance reveals an
              object speeding toward him.  The bronze android waves
              frantically and yells at the approaching transport.

         21.  EXT. PLANET UTAPAU - ROCK MESA

              The little Artoo stumbles over several boulders as he
              struggles to reach the crest of a rocky mesa.

              He reaches the top and scans the foreboding desert valley
              below.  Far in the distance, shining in the twin suns
              like an inviting oasis, stands the settlement of
              ANCHORHEAD.  The mechanical runt carries on an electronic
              conversation with himself as he searches the rugged
              ground for something.  He picks up a large stone in his
              powerful claw hand, then discards it.  He finds another
              stone that he is apparently satisfied with, carries it to
              the edge of the butte, and tosses it over.  The stone
              slams down the steep side of the mesa, kicking up dust
              and creating a small avalanche.  He makes some quick
              calculations, then starts off down the treacherous
              slope.

         22.  EXT. PLANET UTAPAU - ROCK CANYON

              The gargantuan rock formations are shrouded in a strange
              mist, and the ominous sounds of unearthly creatures fill
              the air.  Artoo moves cautiously through the creepy rock
              canyon, inadvertently making a loud clicking noise as he
              goes.  He hears a distant, hard metallic sound and stops
              for a moment.  He hears nothing.  He sees nothing
              moving.  Convinced he is alone, he continues on his way.

              In the distance, a pebble tumbles down the steep canyon
              wall and a small dark figure darts into the shadows.  A
              little further up the canyon, a slight flicker of light
              reveals a pair of eyes in the dark recesses, only a few
              feet from the narrow path.

              The unsuspecting robot waddles along the rugged trail
              until suddenly, out of nowhere, a powerful magnetic ray
              shoots out of the rocks and engulfs him in an eerie
              glow.  He manages one short electronic squeak before he
              topples over onto his back.  His bright computer lights
              flicker off, then on, then off again.  Out of the rocks
              scurry three MEN, no taller than Artoo.  They holster
              strange and complex weapons as they cautiously approach
              the robot.  They wear grubby cloaks, and their faces are
              shrouded so that only their yellow eyes can be seen.
              They hiss and make odd guttural sounds as they heave the
              heavy robot to their shoulders, and carry him off down
              the trail.  The vile little creatures grunt and groan as
              they struggle with their weighty prize.  They smell
              horribly, attracting small insects to the dark areas
              where their mouths and nostrils should be.

         23.  EXT. ROCK CANYON - SANDCRAWLER

              Eight dwarfs, or JAWAS, as they're sometimes called,
              carry Artoo out of the canyon to a huge sandcrawler -- a
              tank-like vehicle the size of a two-story house.

              They place the robot in a small bin on one side of the
              crawler, and a mechanical arm promptly lifts the bin,
              dumping the unconscious Artoo into the back of the giant
              tractor.  The filthy little Jawas scurry like rats up
              small ladders and enter the main cabin of the behemoth
              transport.  Several windows light up in the cockpit area
              toward the front of the crawler followed by the loud
              scream of powerful engines.  The enormous sandcrawler
              turns and lumbers off toward the magnificent twin suns,
              now slowly setting over a distant mountain range.

         24.  INT. SANDCRAWLER - HOLD AREA

              It is dim and dank inside the hold area of the
              sandcrawler.  Artoo lies on a pile of metal scrap,
              lifepods, rocket parts, and the limbs and dismembered
              parts of robots.  Artoo's computer lights slowly begin to
              glow, then they blink on full power.  He makes a few
              electronic sounds to himself as he tries to figure out
              what happened, and where he is.  He stumbles around on
              the scrap heap until he thinks to turn on the small
              floodlight on his forehead.

              The narrow beam swings across the rubble and stops on the
              half-buried claw arm of another robot.  Artoo moves over
              to the buried robot and calls to it, but gets no
              response.  He pulls on the arm but it won't budge.
              Finally he gives it a good tug and it breaks loose,
              sending him head over heels.  He sits dazed, holding the
              severed forearm of a power robot, then lets out a
              terrifying electronic shriek.  The little robot scans the
              rest of the huge chamber with his headlights and sees a
              series of grotesquely twisted and maimed astro robots.
              The narrow beam comes to rest on a battered, but
              otherwise whole "common-labor" robot.  The "laborer"
              makes a move to cover his giant electronic eye, which is
              extended on a long tube from his box-like body.  Little
              Artoo jumps back in fright.

                                      LABORER
                            Shut off that light!

              Artoo is still shaken, but manages a short apology and
              then shuts off his light.  The laborer robot is barely
              visible.

                                      LABORER (CONT'D)
                            Is there no peace!?  This is MY chamber, go
                            find yourself another.  Go on...go on!  Get
                            out!

              Artoo stumbles off toward what appears to be a door at
              the end of the chamber.

              He enters a large room with a very low ceiling (about
              four feet high).  In the middle of the scrap heap sit a
              dozen or so robots of various shapes and sizes.  Some are
              engaged in electronic conversation, while others simply
              mill about.  In the middle of the group sits a strange,
              little robot with a large worklight for a head, which
              illuminates the odd assemblage of mechanical slaves.  A
              blue "astro construction" robot -- somewhat similar to
              Artoo, only a bit fatter -approaches the newcomer and
              beeps an electronic greeting.  The two stubby robots
              exchange electronic analysis of the situation as they
              waddle toward the group.  A voice of recognition calls
              out from the gloom.

                                      THREEPIO
                            Artoo!  Artoo Detoo!  It's you!

              A battered and slightly worse-for-wear Threepio scrambles
              up to Artoo on his hands and knees (remember the four
              foot ceiling) and embraces him.

                                      THREEPIO (CONT'D)
                            ...they've caught you, too. I'm
                            afraid we're doomed!  We're doomed!

              The blue robot continues on back to the group as the two
              old companions huddle in a hollow of scrap metal.

                                      THREEPIO (CONT'D)
                            We've landed on one of the OUTLAND DARK
                            PLANETS!  There is no hope for us now.
                            These Jawa's aren't traders, they're
                            metalmen.  They'll melt us down.  I'm not
                            useful like you, they'll scrap me for
                            sure.

              Artoo makes a short electronic reply.

                                      THREEPIO (CONT'D)
                            You're right.  I should not have ignored
                            your prime directive.  But it's a little
                            late now...  Wait, we're stopping!

         25.  EXT. WASTELAND - NIGHT

              The monstrous sandcrawler pulls up to a large outcropping
              of rocks in the trail and grinds to a rumbling stop.

              Several Jawa's scramble out of the huge vehicle to
              inspect the boulders blocking the trail.  An argument
              erupts between one Jawa, in a red habit, and the other
              hooded dwarfs.  He yells something at the others, then
              walks off to the side of the trail.  The rest of the
              little creatures climb back into the giant tank.  The
              crawler starts with a low hum, slowly moving forward
              until a loud scraping noise screams from beneath the
              chassis.  The red-cloaked dwarf climbs onto a nearby rock
              and yells at the others to stop.  They ignore him.

         26.  INT. SANDCRAWLER - HOLD AREA

              The scraping sound is haunting as well as deafening.  The
              entire chamber trembles, creating quite a commotion among
              the mechanical men.  At the far end of the long chamber,
              a bright light suddenly appears, followed by a cacophony
              of electronic shouts and yells.  The "common labor" robot
              runs past the confused Artoo and Threepio.

                                      LABORER
                            We're free!  We're free!

              Amidst the confusion of the fleeing robots, Artoo and
              Threepio carefully make their way toward a break in the
              side of the crawler.  Several Jawas appear at the opening
              with pistols, but before they can fire, they are knocked
              over and trampled by the fleeing mechanical men.

         27.  EXT. WASTELAND - NIGHT
              The sound of yelling Jawas and screaming robots fades in
              the distance as Artoo and Threepio scramble up a narrow
              ravine away from the sandcrawler.  They duck into a tiny
              crevice in the rock to avoid several fleeing robots,
              followed by a dozen armed Jawas.  After a few moments
              they peer out, and seeing that the way is clear, rush off
              down the winding path.

                                                           DISSOLVE
                                                           TO:

         28.  EXT. PLANET UTAPAU - ANCHORHEAD SETTLEMENT

              A small settlement, consisting of a few run-down
              blockhouse-type buildings, rests against one of the huge
              rock mesas.  The two robots study the sleepy little camp
              from a bluff some distance away.

                                      THREEPIO
                            I don't like it.  What if there are more
                            Jawa scavengers down there?

              The runt-like Artoo starts off down the side of the rocky
              bluff.

                                      THREEPIO (CONT'D)
                            Wait a minute!   It's too dangerous.  We
                            need a plan...

              Threepio chases his little partner down the slope.

         29.  EXT. ANCHORHEAD SETTLEMENT - MAIN STREET

              The dozen or so buildings are bleached white by the two
              Utapau suns.  A harsh and dusty wind blows through the
              empty streets of the tiny settlement.  A rather
              frightened Threepio follows his little companion down the
              foreboding street toward a low concrete structure that is
              all but covered by the desert sands.  The rusted hulk of
              a powerful "landspeeder" (an auto-like transport which
              travels a few feet above the ground on a magnetic field)
              lies half-buried to one side of the building.  The two
              robots cautiously approach the dilapidated power
              station.

                                      THREEPIO
                            I don't like this...

              It is quiet, but for the continual wind.  A dismantled
              speeder rests in the repair bay of the gas station-like
              building.  There is a sharp dripping sound coming from
              the speeder. It appears that no one is around.

                                      THREEPIO (CONT'D)
                            Greetings!...Greetings.  Is anyone home?
                                 (to Artoo) I think you're overheated.
                            There is no one here...

              Out of the gloom of the office behind them, a voice cuts
              through the silence:

                                      VOICE (MECHANIC)
                            What can I do you for?

              The robots turn around with a start.  A short, wizened
              old MECHANIC of sixty or seventy stands before them.

                                      MECHANIC (CONT'D)
                            Who are you with?

                                      THREEPIO
                            Greetings, sir.  I'm See Threepio,
                            Human-Cyborg relations.  This is my
                            counterpart, Artoo Detoo. Your kindness
                            would be greatly appreciated...

              The old mechanic is a bit suspicious.  An evil look fills
              his eye.  He rubs his grimy, withered hand over
              Threepio's smooth metal shoulder.

                                      MECHANIC
                            You're in very good shape for these
                            parts...Where is your master?  You do have
                            a master, don't you?

              Artoo beeps a few signals to his bronze friend.  The old
              mechanic begins to fiddle with the wrench he is holding,
              in the most unsettling way.  Threepio becomes a bit
              nervous.

                                      THREEPIO
                            I am looking for one Owen Lars.  We believe
                            him to be of this settlement.  Do you know
                            where we might find him?

              The mechanic starts dragging a heavy power-pack toward
              the station.

                                      MECHANIC
                            Lars!  I should have known...He should know
                            better than to let you travel alone.  He
                            has a place about three measures out of
                            town.  Due north, you can't miss it. It's
                            the only place out there...

              Artoo helps the old man with the heavy power pack.

                                      THREEPIO
                            Your kindness is greatly appreciated.

                                      MECHANIC
                            Any time I can help Lars, I am at his
                            service.  You tell him that.  Be careful
                            going out there, this ain't good country
                            for you two to be running loose in.

                                      THREEPIO
                            Yes sir, we appreciate your concern.

              The two robots start down the empty street heading north,
              leaving the old mechanic scratching his head.  The old
              man passes a sinister-looking, black Imperial speeder
              half hidden behind a generator as he returns to his
              gloomy office.

         30.  INT. POWER STATION OFFICE - ANCHORHEAD SETTLEMENT

              In the shadows of the dingy little office sits a large,
              burly Imperial "Tusken".  His reddish eyes are sunken in
              a larger than normal, dust-covered face.  He sits up in
              his chair.

                                      MECHANIC
                            Now there's something "out of the ordinary"
                            for you.  I wonder what they want with
                            Lars?

              The gray Tusken thinks about this for a moment.

                                      TUSKEN
                            I'd better make a report.

         31.  EXT. PLANET UTAPAU - WASTELAND - HOMESTEAD VALLEY

              Several concrete buildings squat in the middle of a
              desolate valley.  Threepio hurries after his determined
              companion as they near the low gray structures.

                                      THREEPIO
                            ...I don't care; he STILL could
                            have offered us transport.  How much
                            further do you suppose.  I've got to rest,
                            before I fall apart.  My joints are almost
                            frozen.  What a forsaken place this is.  We
                            seem to be made to suffer, it's our lot in
                            life...

         32.  EXT. LARS HOMESTEAD - COURTYARD

              Artoo and Threepio enter the main courtyard of the Lars
              Homestead and find themselves standing in a sparse but
              sparkling oasis, with low concrete walls and great
              turrets spilling over with foliage from rooftop
              gardens.  They stop before an enormous shaded corridor.
              BIGGS AND WINDY STARKILLER, twin boys a little over seven
              years old, run through the long tile walkway to greet the
              robots.  Yelling and laughing, their tiny footsteps echo
              throughout the building.  They are quickly followed by
              OWEN LARS, a bearded, sturdy-burly man in his early
              fifties and his plump-jolly wife, BERU.  Their beautiful
              sixteen-year-old daughter, LEIA, stands shyly at the far
              end of the entry.  The twins run around the robots,
              jumping and screaming their excitement.  The mechanical
              men are somewhat befuddled by the dynamic duo, and
              attempt to ignore them.

                                      LARS
                            Welcome.  May we offer you shelter?  Are
                            you lost, or do you travel with someone?

                                      THREEPIO
                            Greetings.  I am See Threepio, Human-Cyborg
                            relations.  This is my counterpart, Artoo
                            Detoo.  We seek the dwelling of Owen Lars.

                                      LARS
                            You have found it, my friends.  I am Owen
                            Lars...
                                 (to the riotous
                                  twins) Boys, slow down a little and
                            let them speak...

                                      THREEPIO
                            We have come for the one called "Angel
                            Blue".

              Owen and Beru are startled at the mention of "Angel
              Blue".  Leia approaches the group, and eyes the robots
              suspiciously; she turns to her father.

                                      LEIA
                            Father, I think they're a trap, sent by an
                            evil Jawa trading lord, or the dark master
                            of the Bogan, or maybe even the Emperor
                            himself.

                                      LARS
                            Leia.

                                      LEIA
                            Yes, that's it.  They've intercepted
                            transmission fragments and are now
                            searching the galaxy for the source.  They
                            don't know the origin, so they have sent
                            these...

                                      BERU
                            Leia, please!  Let your father handle
                            this.

                                      LARS
                            Who speaks for you?  From what system do
                            you hail?

                                      THREEPIO
                            Deak 331-27-27 of Ogana Major...

              Beru's concern at the mention of Deak cannot be
              contained.

                                      BERU
                            What has happened?  Where is Deak?

                                      THREEPIO
                            Our master has been attacked.  My
                            counterpart brings his message for the one
                            called "Angel Blue".

                                      LARS
                            Luke is in the southern ravine.  The boys
                            will take you to him.

              The two boys let out a cheer and run off toward the
              distant horizon.

                                      THREEPIO
                            Your kindness is greatly appreciated.  We
                            thank you...
                                 (turning to
                                  the boys) Wait!  Slow down a bit.

              The mechanical duo lumber off after the disappearing
              twins.

         33.  EXT. DESERT RAVINE

              Alone in a wind-swept canyon stands LUKE STARKILLER, a
              short, chubby boy about eighteen years old.  He seems
              frozen in place, a humming laser sword held high over his
              head.  The twins stop on the ridge overlooking their
              brother and fall silent.  The robots soon take up
              position behind them.

                                      THREEPIO
                            Is that "Angel Blue"?

              Biggs turns and gestures to the tall bronze man to be
              quiet.  Suspended at eye level -- about ten feet in front
              of Luke -a chrome baseball covered with antenna hovers
              slowly in a wide arc.  The ball floats to one side of the
              youth, then to the other.  Suddenly it makes a lightning
              swift lunge and stops within a few feet of Luke's face.
              Luke doesn't move, and the ball backs off.  It slowly
              moves behind the boy, then makes another quick lunge,
              this time emitting a blood red laser beam as it attacks.

              Luke sparks to life.  With one amazingly swift move, he
              turns and swings his laser sword, deflecting the beam,
              and losing his balance, tumbles to the desert floor.  The
              ball shoots straight up in the air about twenty feet,
              then drops like a rock firing a second laser bolt, which
              hits the youth square on the seat of his pants.  Luke
              lets out a painful yell and attempts to scramble to his
              feet, but is hit several more times before he manages to
              regain his balance and deflect the bolts.

              The ball ceases firing, and moves back to its original
              position.  Luke raises his hand signaling "enough for one
              day".  He wearily picks up his things, including the
              chrome ball, then turns and waves to the small group on
              the ridge.  The twins run down to greet him.  By the time
              the cumbersome Artoo and Threepio make it down the slope,
              Biggs and Windy are climbing all over their big brother.

                                      THREEPIO (CONT'D)
                            "Angel Blue"?...

                                      LUKE
                            "...the skywalker"...

              The two robots make a short bow before the youth.

                                      THREEPIO
                            See Threepio, and my counterpart Artoo
                            Detoo.  At your service, sir.

                                      LUKE
                            You have word of my brother.  What has
                            happened to him?

                                      THREEPIO
                            I'm sorry, sir; but I am unable to explain
                            the absence of our master.  We only bring
                            his message...

              Artoo makes a few electronic beeps and whistles; then
              after a little static, a small (two foot) 3-D hologram of
              Deak is projected from the face of the robot.  The image
              is a rainbow of color as it flickers and jiggles in the
              desert wasteland.

                                      DEAK'S IMAGE
                            Whippersnapper, I didn't make it...I'm
                            sorry.  The forces of the Bogan have become
                            strong and deadly...I am lost.  Father is
                            in grave danger.  He needs you and he needs
                            the KIBER CRYSTAL.  You must find a way to
                            get to Ogana Major on your own.  He is
                            waiting for you there.  Be careful,
                            though.  Ogana Major is under siege by the
                            Imperial Legions of Alderaan.  You must
                            hurry for the force of the Ashla grows
                            weak, and I don't know how much longer
                            father can hold out.  The enemy has
                            constructed a powerful weapon to use
                            against him.  Warn Uncle...

              An Aquillian officer enters the hologram and interrupts
              Deak.  There is a little static, then the transmission is
              cut short.  A grave concern sweeps over Luke as he
              contemplates the fate of his brother.  Biggs and Windy
              are puzzled.

                                      BIGGS
                            Who was that?

                                      LUKE
                            That was your brother Deak.  I wish you
                            could see him in person, he is so
                            terrific...I'm afraid you may never see him
                            now.  Run to the house.  Tell Aunt Beru or
                            Uncle Owen I'm going to be awhile.  Go on
                            now...Take them with you.

              The boys rush off with the robots in tow, leaving Luke
              sitting silently alone.  He picks up some small stones
              and begins to toss them at a large boulder.  A chip in
              the boulder reveals a small shiny fossil.  Luke spots it
              and goes over to study it.  He takes a small camera out
              of his bag and photographs it, making some accompanying
              notations in a small book.

         34.  INT. LARS HOMESTEAD - DINING AREA

              Owen Lars and the three boys sit before a table covered
              with steaming bowls of food.  Biggs and Windy are eating
              between giggles and horseplay.  Luke has barely touched
              his dinner.  Leia enters from the kitchen with a flask
              filled with blue milk.  She sits near Luke.

                                      OWEN
                            Where's the thanta sauce?
                                 (yelling into
                                  the other room) Honey, where's the
                            thanta sauce?

              Beru enters carrying a small pitcher.  She gives Owen a
              knowing smile as she slides into her place at the table.

                                      BERU
                            I never!  I put it right here in front so
                            you'd see it.

              She hands him a dish, and he grunts an embarrassed
              reply.

                                      BERU (CONT'D)
                            Luke, you've hardly touched your dinner.
                            Have some bum-bum extract.  It's very
                            mild.

                                      OWEN (to Luke) The force of the
                            Bogan is strong, and if you don't feel you
                            can make it, you probably won't.

                                      LUKE
                            I've never even been past this planet...and
                            I never thought I'd be going alone.
                            Suddenly I feel very small -and
                            well...desperate.

                                      OWEN
                            How I wish I had the counsel of your
                            father.  Ever since your mother died, we
                            have fallen on doubtful times...

                                      LUKE
                            Deak is in trouble.  I should be helping
                            him...

                                      OWEN
                            If your brother is still alive, they will
                            have taken him to the dungeons of ALDERAAN,
                            at the very heart of the Empire.  No one,
                            not even your father in his prime, could
                            help him there.

              Biggs and Windy have finished eating and are getting
              restless.

                                      BIGGS
                            May we play with the "droids"?

                                      BERU
                            Take your plates out first.

              The twins scamper into the kitchen with their dirty
              dishes.

                                      OWEN
                            Your father is getting very old.  I fear he
                            needs your help more than your brother
                            does, and much more depends on him
                            succeeding.  If he at last has asked for
                            the Kiber Crystal, his powers must be very
                            weak.  It is a dangerous thing to have
                            loose in the galaxy
                            ...and you need _him_, for you are
                            not _yet_ with the FORCE OF OTHERS.  I have
                            taught you the ways of a skilled warrior,
                            but I am not a Jedi Bendu.  The ways of the
                            spirit you must learn from your father.

                                      LUKE
                            But my catalog on the ancients.  I haven't
                            nearly completed it...

                                      OWEN
                            Luke, you're not a researcher, or a
                            philosopher.  You're the son of a Jedi.
                            Your brothers accepted their destiny with
                            joy and pride.  Anyone would.  Why can't
                            you?

                                      LUKE
                            I may be a good pilot, but I'm not a
                            warrior.  No matter how hard I try.  It's
                            just not in me.

                                      OWEN
                            I know, you'd rather carve a jud stone, or
                            work on your catalog of the ancients...I've
                            trained seven of your father's sons and
                            it's clear that you are not the most gifted
                            in the disciplines -- not in power or
                            speed, at any rate...

                                      LUKE
                            Deak was the best; but that didn't seem to
                            be good enough...

                                      BERU
                            But you have the way about you...  and
                            wisdom far beyond your years...

                                      OWEN
                            You must learn to use such strength and
                            wits as you have.  Your father has need of
                            the Kiber Crystal. The decision is yours.
                            I cannot bear this burden for you, my duty
                            is to the twins.  But we must do something
                            soon.  The enemy is moving, and we are no
                            longer safe here.

              Leia listens to the discussion with much interest.  She
              watches Luke with un-concealed admiration.

                                      BERU
                            Luke, if you do decide to go, remember
                            Ogana Major is far across the galaxy.
                            Without Deak to help you, the way will be
                            difficult, and chances of your reaching
                            your father are slim.  Don't try it if you
                            think you are going to fail.  The power of
                            the Bogan force has grown strong; but if
                            the Kiber Crystal were to fall into the
                            hands of the enemy, all hope would be
                            lost...

                                      OWEN
                            Somehow, you will have to manage to find
                            transport in MOS EISLEY, and once you do,
                            the way through the Outland Systems will be
                            dark and dangerous.  The wild things there
                            are queer and savage, unlike anything
                            you've experienced here.

              Leia is unable to control her concern.

                                      LEIA
                            Luke, you don't even know the "grip of
                            tython" or "the seven moves".  You
                            can't...

                                      OWEN
                            Leia...

              Leia settles down, but she is clearly worried.  There is
              a long silence.  Owen sits back in his chair, and lights
              up his pipe.  The twins can be heard playing with Artoo
              and Threepio in the other room.  The silence becomes
              uncomfortable.

                                      LUKE
                            I suppose I must go...

              Tears begin to roll down Leia's cheeks, and she rushes
              from the room.  Beru looks to Owen, who looks to Luke,
              who looks embarrassed.

                                      BERU
                            The prayers of all of us go with you.

                                      LUKE
                            The Empire's vast size and power is its
                            greatest weakness.  I think I can make
                            it...But I would rather help Deak trapped
                            in the heart of the Empire than face this
                            father I don't remember.

              Owen gets up from the table and gently pats Luke on the
              shoulder.

         35.  EXT. LARS HOMESTEAD - GRAVE SITE - DUSK

              Luke sits before a tall smooth stone planted on a burial
              mound.  He sits with his head bowed to his knees.
              Finally he stands up and speaks to the stone.

                                      LUKE
                            Well, Mom. I guess this is my last
                            visit...I'm going to finally get to meet
                            him...I fear many Jedi have fallen since
                            your death, for the Bogan force is now
                            heavy among us.  Father asks for the Kiber
                            Crystal so there is little hope.  I'm sure
                            the boys will stay safe with Uncle Owen...I
                            sure miss you...

              The twin suns of Utapau rest red on the horizon as Luke
              leaves the grave site and walks the short distance to the
              main house.

         36.  INT. LARS HOMESTEAD - MAIN LIVING AREA - DUSK

              The main living area is a dim, cool room projecting a
              feeling of time-worn comfort and security. Owen lovingly
              moves his arm around Beru as they stand before a large
              window watching the giant twin suns of Utapau slowly
              disappear behind a distant dune range.


                                      BERU
                            Aren't they beautiful?

                                      OWEN
                            "Always and never the same."

                                      BERU
                            Must we leave?

                                      OWEN
                            I think with Luke going, we'll be safe here
                            for awhile.  We've been the happiest here,
                            haven't we...

                                      BERU
                            Owen, he's not ready, is he?...  Why don't
                            you stop him?  What was Deak thinking of to
                            place such an impossible task before his
                            brother...

              The door opens and Luke enters, collapsing in a large,
              over-stuffed chair near a pot-belly thermal-heater which
              dominates the room.  A warm friendly glow radiates from a
              tiny portal in front of the heater.  Luke's gaze is fixed
              on the red embers, but his eyes are lit as if by a
              greater fire from within.

              Owen and Beru talk quietly in the background.  She rests
              her head on his shoulder as the last rays of sunlight
              stream across the floor of the room.  A playful Biggs and
              Windy enter with Leia and stand in the doorway.  The
              twins are dressed in their night clothes.

                                      BIGGS
                            What's going on in here?

              Luke returns from his world of dark thoughts and smiles
              at them.  The twins rush up to Owen and Beru, give them a
              kiss, then bounce over to Luke, and jump into his lap.

                                      BERU
                            Don't be too late now.

              Owen and Beru take Leia into the other room.

                                      WINDY
                            Why are you going away?

                                      LUKE
                            Because our father needs me, as he will
                            need you someday.

                                      BIGGS
                            I thought our father was killed?

                                      LUKE
                            The time has come for me to tell you of
                            your heritage, as Deak told it to me and as
                            his older brother Cliegg told it to him.

              The boys settle down and listen attentively.

                                      LUKE (CONT'D)
                            In another time, long before the Empire,
                            and before the Republic had been formed, a
                            holy man called the Skywalker became aware
                            of a powerful energy field which he
                            believed influenced the destiny of all
                            living creatures...

                                      BIGGS
                            The "FORCE OF OTHERS"!

                                      LUKE
                            Yes, and after much study, he was able to
                            know the force, and it communicated with
                            him. He came to see things in a new way.
                            His "aura" and powers grew very strong.
                            The Skywalker brought a new life to the
                            people of his system, and became one of the
                            founders of the Republic Galactica.

                                      WINDY
                            The "FORCE OF OTHERS" talked to him!?!

                                      LUKE
                            In a manner different from the way we
                            talk.  As you know, the "FORCE OF OTHERS"
                            has two halves: Ashla, the good, and Bogan,
                            the paraforce or evil part.  Fortunately,
                            Skywalker came to know the good half and
                            was able to resist the paraforce; but he
                            realized that if he taught others the way
                            of the Ashla, some, with less strength,
                            might come to know Bogan, the dark side,
                            and bring unthinkable suffering to the
                            Universe.  For this reason, the Skywalker
                            entrusted the secret of THE FORCE only to
                            his twelve children, and they in turn
                            passed on the knowledge only to their
                            children, who became known as the Jedi
                            Bendu of the Ashla: "the servants of the
                            force".  For thousands of years, they
                            brought peace and justice to the galaxy.
                            At one time there were several hundred Jedi
                            families, but now there are only two or
                            three.

                                      WINDY
                            What happened to them?

                                      LUKE
                            As the Republic spread throughout the
                            galaxy, encompassing over a million worlds,
                            the GREAT SENATE grew to such overwhelming
                            proportions that it no longer responded to
                            the needs of its citizens.  After a series
                            of assassinations and elaborately rigged
                            elections, the Great Senate became secretly
                            controlled by the Power and Transport
                            guilds.  When the Jedi discovered the
                            conspiracy and attempted to purge the
                            Senate, they were denounced as traitors.
                            Several Jedi allowed themselves to be tried
                            and executed, but most of them fled into
                            the Outland systems and tried to tell
                            people of the conspiracy.  But the elders
                            chose to remain behind, and the Great
                            Senate diverted them by creating civil
                            disorder.  The Senate secretly instigated
                            race wars, and aided anti-government
                            terrorists.  They slowed down the system of
                            justice, which caused the crime rate to
                            rise to the point where a totally
                            controlled and oppressive police state was
                            welcomed by the systems.  The Empire was
                            born.  The systems were exploited by a new
                            economic policy which raised the cost of
                            power and transport to unbelievable
                            heights.  Many worlds were destroyed this
                            way.  Many people starved...

                                      BIGGS
                            Why didn't the "FORCE OF OTHERS" help the
                            Jedi to put things right?

                                      LUKE
                            Because a terrible thing happened.  During
                            one of his lessons a young PADAWAN-JEDI, a
                            boy named Darklighter, came to know the
                            evil half of the force, and fell victim to
                            the spell of the dreaded Bogan.  He ran
                            away from his instructor and taught the
                            evil ways of the Bogan Force to a clan of
                            Sith pirates, who then spread untold misery
                            throughout the systems.  They became the
                            personal bodyguards of the Emperor.  The
                            Jedi were hunted down by these deadly Sith
                            knights.  With every Jedi death, contact
                            with the Ashla grows weaker, and the force
                            of the Bogan grows more powerful.

                                      WINDY
                            Where are the Jedi now?

                                      LUKE
                            They're hidden; but many are still fighting
                            to free the systems from the grip of the
                            Empire.  Our father is a Jedi.  He is
                            called "The Starkiller" and is said to be a
                            great and wise man, and tomorrow I am on my
                            way to join him and learn the ways of the
                            "FORCE OF OTHERS".

                                      BIGGS
                            Can we go, too?

                                      LUKE
                            Not yet, Biggs my boy.  There is much you
                            must learn from Uncle Owen -- where it is
                            safe.  And when you are ready, I will come
                            back for you...I promise.

         37.  EXT. LARS HOMESTEAD - COURTYARD - DAWN
              Early morning breaks across the quiet little courtyard as
              Owen and Luke lift supplies into the back of a low,
              battered, two-man landspeeder.  Threepio lifts Artoo into
              a tiny jump-seat, then climbs into the passenger
              compartment.  Beru, Leia, and the twins stand in the
              entryway, silently watching. The storage hatch is slammed
              shut with a bang.  Owen unfastens his gun-belt and hands
              it to Luke.  He slides back a small latch on the belt
              buckle revealing a small diamond-like crystal.  Luke
              carefully examines it.

                                      LUKE
                            The Kiber Crystal!

                                      OWEN
                            The only one.  A Jedi can use it to
                            intensify the Ashla force a hundred fold;
                            but, remember it can also be used to
                            intensify the power of the Bogan...It must
                            not fall into the hands of the Sith...
                            They would do anything to have it.

              Luke stands looking at the Crystal for a few moments,
              then snaps the buckle closed and puts on the belt.

                                      OWEN (CONT'D)
                            The enemy is everywhere, so stay alert.  If
                            you keep due south, you should make it in
                            two days at the most.  I just hope you can
                            sell this bucket for enough to get you to
                            the Ogana System...

              For a few awkward moments, Luke stands looking at
              everyone not really wanting to say goodbye.

                                      OWEN (CONT'D)
                            It's a good day to travel. The FORCE OF
                            OTHERS is surely with you.  We'll be moving
                            on soon.  I will send word once we're
                            settled...

              Luke shakes his hand, and Owen gives him a big hug.  The
              young adventurer then goes to his Aunt Beru and gives her
              a kiss and a hug.

                                      BERU
                            The spaceport at Mos Eisley is not a decent
                            place.  Be careful there.

                                      LUKE
                            I'll watch out, Aunt Beru.  Don't worry.

              He lovingly roughs up the twins, and starts to give Leia
              a kiss, but thinks better of it and gives her a short
              polite hug before retreating to the speeder.  Leia is
              greatly disappointed.

                                      OWEN
                            Wish your father well.

                                      BERU
                            May the FORCE OF OTHERS be with you.

              Luke pops open the door of the speeder; but before he can
              get in, Leia runs up and gives him a big kiss.  Luke is
              surprised and embarrassed.  Beru and Owen smile, as Leia
              rushes back into the house.  Luke settles into the
              speeder and it starts with a crack and loud whine.
              Everyone waves as the speeder roars out of the courtyard,
              and into the desolate Utapau wilderness.

         38.  EXT. LANDSPEEDER - TRAVELING

              The sleek landspeeder glides effortlessly through the
              treacherous rock canyons and out onto the awesome dune
              sea.  The vibrations of the speeder causes Artoo's outer
              shell to rattle a rhythmic little tune.

                                      LUKE
                            How long were you with my brother?

                                      THREEPIO
                            I had the pleasure of serving Master Deak
                            for over three years
                            ...my counterpart was with him
                            a bit longer.

              Artoo chatters to his bronze interpreter.

                                      THREEPIO (CONT'D)
                            ...Three years eight months.
                            Master Deak is a man above men.  You should
                            be proud of him.  indeed you should, sir.
                            I'm only a "droid", and not much more than
                            an interpreter, and not very good at
                            poetry, if you take my meaning -- not at
                            making it up anyway.  So I can't tell you
                            what he's really like.  But a great man he
                            is!  Strong...with great skill...I hope
                            he's not in peril...what a dilemma!
                            Sometimes the logic of human relations
                            escapes me...

              Luke thinks about this for a few moments; then rather
              reluctantly, almost afraid, he asks a second question.

                                      LUKE
                            Have you ever met my father?

                                      THREEPIO
                            No, I'm afraid not, sir.  I couldn't even
                            tell you what he looks like.  He's an
                            elusive one.  More of a myth than a man, if
                            I may say so, sir...But Master Deak always
                            spoke of him with great respect...

              Luke seems a little disappointed with Threepio's answer.

         39.  EXT. DUNE SEA

              The small speeder sits at the bottom of a huge sand
              dune.  Luke, with his extremely long-barreled laser rifle
              slung over his shoulder, makes his way to the top of the
              ridge.  He studies the landscape with his
              electro-binoculars, until he spots a small dust twister
              speeding toward them.  He quickly slides back down the
              dune to where Threepio is lifting Artoo out of the
              speeder.  The stubby little robot struts around
              stretching his joints between irritated whistles.

                                      LUKE
                            You were right, there is something
                            following us.  We'd better move on.

                                      THREEPIO
                            Who do you suppose it is?  Do you think
                            they're looking for us?

                                      LUKE
                            It's probably nothing.  A "jomtrader" most
                            likely; but I have a strange feeling about
                            it.

                                                           DISSOLVE
                                                           TO:

         40.  EXT. PLANET UTAPAU - MOS EISLEY SPACEPORT

              The speeder stops on a bluff overlooking the spaceport at
              MOS EISLEY.  It is a haphazard array of low gray concrete
              structures and semi-domes.  A harsh gale blows across the
              bleak canyon floor and batters Luke as he lowers his sand
              goggles and walks to the edge of the craggy bluff.  A
              leaden sky presses down on the large settlement, which
              seems to be losing a never-ending battle against the
              shifting sands.  Something in the distance catches his
              eye, and he instinctively grabs his electrobinoculars.
              He follows a sinister-black "tusken" landspeeder as it
              enters the spaceport.  Luke returns to his speeder, and
              his two mechanical companions.

                                      LUKE
                            Well, whoever was following us has gone
                            into Mos Eisley...they weren't "jom
                            traders", that's for sure...It was a
                            speeder of the Imperial starforce...

         41.  EXT. MOS EISLEY SPACEPORT - SLUM DWELLINGS

              Luke stops the speeder before the remains of a burnt-out
              spaceship the size of a large jet fighter.  Two scruffy
              figures huddle around a small thermal-heater, attempting
              to use the spacecraft as shelter against the howling
              winds.  One of the rag-tag figures gets up and ventures
              over to Luke in the speeder.  When the shabby beggar
              stands up, it is obvious from his pint size that he is a
              Jawa.  Artoo lets out a string of electronic beeps and
              whistles.

                                      THREEPIO
                            I begging your pardon, sir, but watch out
                            for this guy.

              The wretched little creature moves close to the speeder
              and begins to run his gnarled little hand across it.

                                      LUKE
                            Where might I find passage on a starship?

                                      JAWA
                            Nice zoom zoom.

                                      LUKE
                            Where are the men who fly in the ships?

              Saliva dribbles from the dark hole where the Jawa's face
              should be and drops, splat, on the hood of the speeder.

                                      JAWA
                            Drink place.  Drink place down the street.
                            Nice zoom zoom.

              The Jawa continues to fondle the speeder as Luke starts
              the magno-system.  The filthy little creature reluctantly
              jumps away as the speeder takes off and glides down the
              dismal spaceport street.

         42.  EXT. MOS EISLEY SPACEPORT - CANTINA

              The speeder pulls up in front of a run-down, blockhouse
              cantina on the outskirts of the spaceport.  Various
              strange forms of transport, including several unusual
              beasts of burden, are parked outside the bar.

                                      THREEPIO
                            I can't abide those Jawas. Disgusting
                            creatures.

                                      LUKE
                            Take care in here.  I don't like the looks
                            of this place.

              As the trio exit the speeder, an ancient human shrouded
              in gray robes, sitting near the entrance to the cantina
              calls out to them.  The man appears to be a blind
              beggar.

                                      SEER
                            Come to me and the truth shall be known.

              Luke reluctantly approaches the old man.

                                      SEER (CONT'D)
                            I've seen what is to be.  I can tell you
                            what you need to know...

              Luke drops several coins in the man's open palm.

                                      LUKE
                            Can you tell me where I might find
                            transport to Ogana Major?

                                      SEER
                            Your fate is clouded...but the will of the
                            force has set your path. The man you seek
                            you'll find inside; the one who needs you,
                            you'll find in time.  Fear not, for the
                            "son of the suns" will free us all.  Take
                            care for the Bogan is heavy upon this
                            system.  May the FORCE OF OTHERS be with
                            you.

              Luke is somewhat puzzled by the old man's dialogue.

                                      THREEPIO
                            A profoundly illogical answer.  He's not
                            completely with us, if you take my
                            meaning.

         43.  INT. SPACEPORT CANTINA

              The young adventurer and his two mechanical servants
              enter the smoke-filled cantina.  The murky, moldy den is
              filled with a startling array of weird and exotic alien
              creatures and monsters, laughing at the long metallic
              bar.  At first, the sight is horrifying.  One-eyed,
              thousand-eyed, slimy, furry, scaly tentacles and claws
              huddle over drinks.  Luke moves to an empty spot at the
              bar near a group of repulsive but human Corellian
              pirates.  A huge, rough-looking BARTENDER comes over to
              Luke and the robots.

                                      BARTENDER
                            We don't serve "their kind" in here.

              Luke, still recovering from the shock of seeing so many
              outlandish creatures in one room, doesn't quite catch the
              bartender's drift.

                                      LUKE
                            What?

                                      BARTENDER
                            Your "Droids" will have to wait outside.
                            We don't serve 'em here.

              Luke notices that several of the creatures along the bar
              are giving them a very unfriendly glare.

                                      LUKE
                            Yes, of course, I'm so sorry.
                                 (he turns to
                                  Threepio) You'd better stay with the
                            speeder.  We don't want any trouble...
                            I'll bring you something...

                                      THREEPIO
                            I must say, I agree, sir.

              Threepio and his stubby partner go outside, and most of
              the creatures at the bar go back to their drinks.  Luke
              is standing next to HAN SOLO, a young Corellian pirate
              only a few years older than himself.  He is a
              burly-bearded but ruggedly handsome boy dressed in a
              gaudy array of flamboyant apparel.

                                      LUKE
                            Do you know of any ship heading toward the
                            Ogana Systems?

              Han Solo eyes him suspiciously.

                                      HAN
                            What's your business, little one?

              Han turns to his companion, CHEWBACCA, an eight foot
              tall, savage-looking creature resembling a huge gray
              bush-baby monkey with fierce "baboon"-like fangs.  His
              large yellow eyes dominate a fur-covered face and soften
              his otherwise awesome appearance.  Over his matted, furry
              body, he wears two chrome bandoliers, a flak jacket
              painted in a bizarre camouflage pattern, brown cloth
              shorts, and little else.  He is a two-hundred-year-old
              "WOOKIEE", and a sight to behold.  Han speaks to the
              Wookiee in his own language, which is little more than a
              series of grunts.  The young pirate points to Luke
              several times during his conversation and the creature
              suddenly lets out a horrifying laugh.  Han chuckles to
              himself and turns back to Luke.

                                      HAN (CONT'D)
                            What would you be doing going on such a
                            trip?  Ogana Major is part of the
                            Alliance...You wouldn't be one of those
                            rebels, would yuh, little one?

              He can't control his laughter, and Chewbacca starts in
              again, also.  Luke is getting a little worried.

                                      LUKE
                            I just want passage.

              Han puts his arm around Luke's shoulder and draws him
              near.

                                      HAN
                            Listen, little one, why don't you go on
                            back to the farm or wherever you come
                            from.  Then maybe in a few years you'll
                            grow up to become an important starpilot,
                            like me.

              He lets out a hearty laugh and turns back to the giant
              Wookiee.  Luke is afraid, but tries not to show it.  He
              quietly sips his drink, looking over the crowd for a more
              sympathetic ear, or whatever.  A large multiple-eyed
              creature on the other side of Luke gives him a rather
              rough shove.

                                      CREATURE
                            Negola dughi wooldugger?!?

              The hideous freak is obviously drunk.  Luke tries to
              ignore the creatures and turns back to his drink.  A
              short grubby HUMAN and an even smaller rodent-like beast
              join the belligerent monstrosity.

                                      HUMAN
                            He doesn't like you.

                                      LUKE
                            I'm sorry.

                                      HUMAN
                            I don't like you either.

              The big creature is getting agitated, and yells some
              unintelligible gibberish at the now rather nervous young
              Jedi.

                                      HUMAN (CONT'D)
                            Don't insult us.  You just watch yourself.
                            We're wanted men. I have the death sentence
                            on twelve systems.

                                      LUKE
                            I'11 be careful then.

                                      HUMAN
                            You'll be dead.

              The rodent lets out a loud grunt and everything at the
              bar moves away.  Luke tries to remain cool, but it isn't
              easy.

              His three adversaries ready their weapons.  Han Solo, who
              has been watching the chain of events, begins to feel
              sorry for the young tenderfoot and intervenes.

                                      HAN
                            This little one isn't worth the effort.
                            Besides, he's leaving.  Come, let me buy
                            you something.

              A powerful blow from the unpleasant creature sends the
              young Corellian pirate sailing across the room, crashing
              through tables and breaking a large jug filled with a
              foul-looking liquid.  With a blood-curdling shriek, the
              monster draws a wicked chrome laser pistol from his
              belt.  The bartender panics!

                                      BARTENDER
                            No blasters!!  No blaster!  Please!

              Little Luke's laser sword sparks to life, and in a flash,
              an arm lies on the floor.  The rodent is cut in two, and
              the giant, multiple-eyed creature lies doubled, cut from
              chin to groin.  Luke shaking, and somewhat amazed at his
              reflex powers, replaces his sword in its sheath.  The
              entire fight has lasted only a matter of seconds.  The
              cantina goes back to normal, although Luke is now given a
              respectable amount of room at the bar.  Han, rubbing his
              bruised head, approaches the "little one" with new awe.
              The bartender drags the bodies out.

                                      HAN
                            I could have saved myself a good bump if I
                            had known your skill...

                                      LUKE
                            I thank you for trying to help.

                                      HAN
                            They're lucky they caught me off guard.  I
                            would have taken more time with them.  It's
                            the Bogan force.  We've been feeling it for
                            several days.  It drives those MONDUTHS
                            wild...I'm Han Solo.  This is my first-mate
                            Chewbacca.

              Luke is still giddy, and downs a fresh drink.

                                      HAN (CONT'D)
                            So you're looking for transport to
                            Ogana...I might be able to help, but it's
                            very far -- the cost would be great.

                                      LUKE
                            I can pay.  You know of a ship going in
                            that direction?

                                      HAN
                            In these times, one cannot be too careful,
                            you understand -going into a rebel zone and
                            all -- but come to my place.  We'll have
                            some food and talk this over.

              Luke is filled with grateful enthusiasm at his new-found
              "friends" and ignores their sinister grins.

         44.  EXT. MOS EISLEY SPACEPORT - ALLEYWAY

              Han, Chewbacca, Luke and the robots walk along a narrow
              slum alleyway crowded with darkly-clad creatures hawking
              exotic goods in dingy little stalls.  Men and monsters
              crouch in waste-filled doorways whispering and hiding
              from the chilling winds.  They enter a small doorway in a
              decaying stone building at the far end of the alley.

         45.  INT. SLUM DWELLING - LIVING AREA

              The seedy slum dwelling is dark and dingy.  Han is
              greeted by a female "Boma" named OEETA.  The Boma is a
              fur-covered creature about five feet high and looks like
              a cross between a brown bear and a guinea pig.  It is
              obvious from her figure that she is a female.  Han
              embraces Oeeta and gives her a big kiss, then checks out
              the stew-like mess boiling away on a dilapidated
              fusion-burner in the kitchen area.

                                      HAN
                            Good, good...We're hungry.  Bring my
                            friends some of this.

              She answers in a strange baboon-like call and starts
              dishing up the slop.  Threepio and Artoo cautiously dust
              off a bench in the kitchen and sit down.  Luke and
              Chewbacca join Han at a large table in the center of the
              main room.

                                      HAN (CONT'D)
                            Now tell me of your adventures.  What is on
                            Ogana Major that draws you there?

                                      LUKE
                            I am looking to join my father.  I have
                            been living with my uncle, beyond the Great
                            Dune sea.  He has a small moisture ranch
                            -not much of an adventure, I'm afraid.

                                      HAN
                            Ahh, no farmer could cut down three
                            brigands as you did.  But, as you wish.  In
                            time you will grow to trust me...

              Oeeta brings them each a steaming bowl of "Boma-mush",
              and a large mug of some heavy brew.  Chewbacca and Han
              dig in with great vigor, but Luke is a little hesitant.

                                      HAN (CONT'D)
                            Eat up, don't let its smell bother
                            you...Now, for the right sum, I could take
                            you to Ogana Major myself.  But it would be
                            a special charter.  I have no other
                            business in that area, and the way is a
                            little dangerous.

                                      LUKE
                            How much?

                                      HAN
                            An even million, I think.  We will have to
                            somehow sneak past the Imperial blockade.
                            It won't be easy.

                                      LUKE
                            A million!  I haven't that much.  I hope to
                            get one fifty for my speeder...but that's
                            all I have.

                                      HAN
                            Well, I doubt you'll find another ship to
                            take you.  Most captains rarely venture
                            there.  The civil war makes it far too
                            dangerous...  I was sure a man of your
                            abilities would be worth more.  What of
                            your two "droids" -you could get at least
                            four or five for them...even if you sold
                            them as scrap.

              Artoo and Threepio become suddenly attentive and listen
              closely to the conversation in the next room.  Artoo
              begins to beep, but Threepio puts his bronze hand over
              his little companion's mouth.  Luke thinks about this for
              a moment.

                                      LUKE
                            No...I need them.  What if I were to pay
                            you one fifty now, and my father gave you
                            the rest on our arrival?  He is an
                            honorable man of great influence.  I'm sure
                            he would make it worth your while.

              The two robots breathe a sigh of relief.  Han's waning
              interest is renewed by the mention of "great influence".

                                      HAN
                            You mean a bonus maybe.  Your father must
                            be a man of great wealth?

                                      LUKE
                            I'm sure he would reward you.

              Han thinks about this for a few moments, then turns to
              Chewbacca and seemingly explains the situation to him.
              The Wookiee shrugs his shoulders as if to say "Why not?"

                                      HAN
                            We've got a deal then.  Sell your speeder
                            and I'll meet you at docking port
                            twenty-three.  My ship will be ready and
                            waiting for you.  We should go right away,
                            I think.

         46.  EXT. MOS EISLEY SPACEPORT - DOCKING PORT 23

              Han and his lumbering first-mate Chewbacca hurry along
              behind MONTROSS HOLDAACK, a large, portly man who walks
              with a stiff, awkward gait.  They move along a tall
              gantry overlooking a long, complex spacecraft.

                                      HAN
                            But you're my friend, my best and closest
                            partner.  Oxus will still listen to you!
                            He will, I tell you, I know he will.  I
                            really have a live one this time.  I asked
                            for a million, and he didn't even flinch,
                            and the way he fights -- he must belong to
                            one of the royal families, I'm just sure of
                            it.  This may be worth two million, maybe
                            three.  You've got to talk to Oxus...You've
                            just got to...

                                      MONTROSS
                            Like your information on the AKURIAN spice
                            shipment...After that botch, if I WERE
                            crazy enough to suggest another one of your
                            plots to him, he'd have us both diced...

                                      HAN
                            But this is different.  This is our
                            chance.  Are we partners or not?  Are you
                            going to dream away the rest or your life,
                            or are we going to try for the big one?

                                      MONTROSS
                            The only way Oxus would go along is if you
                            killed him...I'm too old, Han.  I can't do
                            it, you'll have to find someone else.

                                      HAN
                            There's no time.  What kind of talk is
                            this?  Where's the old Montross that
                            single-handedly destroyed a colony of
                            Banthas and rescued me from the very jaws
                            of death??  Montross, the greatest science
                            officer in the galaxy, too old?!

                                      MONTROSS
                            You young fool!

              Montross suddenly ignites in a rage and swings his left
              forearm down with a mighty blow across the metal rail of
              the gantry. The old science officer's forearm cracks in
              two, spewing forth wires, and many fine multi-colored
              electronic components.

              The artificial limb flops lifelessly to Montross
              Holdaack's side.

                                      MONTROSS (CONT'D)
                            You know, there is nothing left but my head
                            and right arm...  I've lost too much,
                            Han...I'm dying...I'm dying this time...
                            I'm losing control.

              Han bows his head in sorrow and embarrassment for one of
              the greatest warriors in the galaxy and a dear friend.

                                      HAN
                            Take it easy...I'm sorry.  Don't be upset.
                            What am I going to do?  He's going to be
                            here shortly wanting to go to Ogana!  I'll
                            just have to talk to Oxus myself.  I'll
                            take care of everything.  We'll get you
                            fixed up, once and for all.

         47.  INT. PIRATE STARSHIP - ENTRY BAY

              The entry bay of the large starship is also the main
              lounge area of the ship.  Two gruff and grisly pirates
              are playing a kind of dice game with thin little sticks.
              The larger and mangiest of the two slavering hulks, JABBA
              THE HUTT by name, throws his dice at Chewbacca.

                                      JABBA
                            I told you not to bring that thing on board
                            again...Where have you been
                            anyway...Captain wants the conveyor system
                            extended...and I notice you haven't turned
                            around those punch chips yet.  What are we
                            keeping you on board for anyway?

              Chewbacca slinks back outside the starship as Han helps
              the still slightly crazed Montross aboard the craft.  Han
              generally ignores Jabba's tirade.

                                      HAN
                            Where is everybody, anyway?

                                      JABBA
                            They took the shipment of "Covina" to
                            Gordon.  But the captain is still here, so
                            get to work or I'll snap you myself.

                                      HAN
                            Where is he?

                                      JABBA
                            On the bridge, I think.  I wouldn't go
                            looking for trouble, though...He'll sting
                            you good if you bother him.

             The second pirate notices Montross's arm, as Han sets him
             on a bench near the door.

                                      PIRATE
                            Montross fall apart again?

                                      JABBA
                            What's this ship coming to?  We've got a
                            good-for-nothing "cabin boy" and a
                            disintegrating science officer.

         48.  INT. PIRATE STARSHIP - COCKPIT

              The cockpit of the starship is crowded with a haphazard
              array of computer switches and monitors.  Dozing in one
              of the two pilot chairs is CAPTAIN OXUS, a man of the
              grossest dimensions.  His scarred face is a grim
              testimonial to his prowess as a pirate and a killer.  The
              young Han Solo enters the cabin and stands staring at the
              evil galactic buccaneer -- the terror of the Outland
              territories -- so peaceful, such an easy prey.  Han
              doesn't know quite what to do, so he starts to leave.
              Oxus opens one eye.  He is in a drunken stupor.

                                      OXUS
                            What have you been up to, boy??  You
                            finished with the conveyor system?  Bring
                            me some more "Auraspice"!

              Han bows low before his master, then moves down the
              narrow passageway to a small closet, where he takes out a
              cup of silver powder and returns to Oxus.

                                      HAN
                            Your spice; sir...Ah, sir, may I...

                                      OXUS
                            You blasted, good-for-nothing.  Go fetch my
                            tallock!  And be quick.  Now get out of
                            here!

              He takes a mighty swing at the boy, but his inebriated
              condition causes the blow to ricochet off, and slam
              against a locker panel.  Han rushes out of the room.

         49.  INT. PIRATE STARSHIP - HALLWAY

              Han is angry with himself for not being able to tell the
              captain about Luke.  He kicks the door to a locker in
              disgust.  Suddenly an idea comes to him and he rushes
              back down the hallway.

         50.  EXT. MOS EISLEY SPACEPORT - DOCKING PORT 23

              Luke and the two robots approach the entry bay of the
              giant starship, and are intercepted by the giant Wookiee,
              Chewbacca.

                                      LUKE
                            Greetings!  For such a young captain, your
                            master has a mighty ship.  Will you store
                            our bags?

              Luke hands the huge funny creature his back-pack, but the
              Wookiee doesn't take it. Instead, Chewbacca refuses to
              let them pass and carries on about something in his harsh
              native tongue.  Luke doesn't understand.

                                      LUKE (CONT'D)
                            I don't get it??  Are we to wait here, or
                            what?  Threepio, what's he talking about?

              The gleaming bronze robot jabbers away in strange animal
              sounds to the towering monster.  They carry on an
              animated argument, until it appears Threepio gets in the
              last word.

                                      THREEPIO
                            Well, master Luke, sir.  It appears we must
                            wait out here for the captain to ready the
                            ship.  I told him we weren't accustomed to
                            waiting around on gantries; and if you beg
                            my pardon, sir, for the price of this trip
                            they should have picked you up in an
                            environment capsule, complete with dancing
                            "Yonnas".

         51.  INT. PIRATE STARSHIP - HALLWAY

              Han and Montross are busy prying loose a control panel in
              a forward corridor of the ship.  The cover falls to the
              floor with a loud clang, and the young cabin boy looks
              around to see if anyone heard.  Montross takes a small
              metal bar and jams it between two circuits.  Sparks,fly
              and a small puff of smoke issues from the panel.  He
              quickly replaces the cover and Han heads back toward the
              captain's bridge.

         52.  INT. PIRATE STARSHIP - COCKPIT

              The cockpit area of the starship is a cacophony of
              warning alarms and flashing lights.  The captain clumsily
              works at the control console in a vain attempt to figure
              out what is going on.  Han enters carrying a long gray
              cloak.

                                      HAN
                            Your tallock, sir.  What's wrong??

              Oxus stumbles around in a drunken stupor.

                                      OXUS
                            Something's fouled up on this blasted
                            board...

                                      HAN
                            The reactor's wild!  It's way over a
                            thousand.  We'd better get out.

                                      OXUS
                            That's impossible!  I may be under the
                            influence, but the reactor couldn't have
                            gotten loose...Wait a minute.

              A new shrill alarm begins to sound, as Han grabs the
              groggy old pirate and drags him out of the cabin.

         53.  INT. PIRATE STARSHIP - ENTRY BAY

              Han and the lumbering pirate captain charge into the
              entry bay, almost knocking down Jabba the Hutt.

                                      JABBA
                            What's going on?

                                      HAN
                            Sabotage!  The reactor's have gone wild.
                            Get out.  Get out...Wait, I forgot about
                            Montross...

              Jabba the Hutt and the other pirate stumble over each
              other, racing for the exit.  Little Artoo scoots out of
              the way just as the two pirates rush past the group and
              into the space station main building.  They are quickly
              followed by the wobbly captain.  Luke watches the trio
              with puzzled amazement as the blast door slides closed
              behind them.  Chewbacca gets a message on his belt
              com-link, and gestures to Luke that they should enter the
              deserted starship.  Luke and the two robots reluctantly
              follow the giant Wookiee into the entry bay.  Chewbacca
              pushes a button, and the main hatch slams shut. The
              alarms continue to ring.

                                      LUKE
                            Where's the captain?

              Threepio repeats the question in Wookieese and gets a
              short, rather menacing answer from the creature, who
              points to the high-backed seat of the lounge area.

                                      THREEPIO
                            He wants us to sit down, sir...  If we
                            don't mind.  The captain will be with us
                            shortly.

              The alarm signal is suddenly cut short.

         54.  INT. PIRATE STARSHIP - COCKPIT

              The one armed Montross sits in the pilot seat pushing
              buttons and switches.  Han rushes in and sits in the
              co-pilot seat.  He is laughing.

                                      HAN
                            Alarms secure...ready for takeoff...let's
                            get out of here before they figure out
                            what happened.

                                      MONTROSS
                            Yes sir, captain.

              Montross laughs heartily as he pulls back on the
              throttle.  The ship shudders as it lifts off.

         55.  INT. DOCKING PORT 23 - MAIN BUILDING

              Captain Oxus and Jabba the Hutt stand before a large
              window overlooking the docking port.  Oxus is furious,
              ranting and raving.  Jabba stands dumbfoundedly, with his
              mouth hanging open.  The ship quickly disappears into the
              vastness of the night sky.

         56.  INT. PIRATE STARSHIP - COCKPIT - TRAVELING

              Han sits back in the huge co-pilot's chair and puts his
              feet up on the control console.

                                      HAN
                            Sometimes I amaze myself...

              He chuckles.  The surface of Utapau slowly drifts out of
              view of the cockpit windows and is replaced by a
              sparkling carpet of stars.

                                      MONTROSS
                            Are you even a little worried he might hunt
                            you down?

                                      HAN
                            Well, Montross my friend, it's a big
                            universe.  And after we cash in on this
                            young noble, we'll head for Ophichi or one
                            of the other southern systems.  He'll be a
                            long time coming there!

                                      MONTROSS
                            Sometimes you amaze me, also.

              They both laugh.  Little Artoo appears momentarily in the
              doorway, makes a few beeping remarks, then scurries
              away.  In a few moments, Luke appears at the doorway.

                                      LUKE
                            This is a terrific ship!  How did you ever
                            come by it?

              Montross gives Han a sly smile, as Artoo appears timidly
              behind his master.

                                      HAN
                            It's a long story...I suggest you relax.
                            We'll be going into a Hyper-skip soon, and
                            should reach Ogana Major by 0300, two
                            para-marks from now.

         57.  INT. PIRATE STARSHIP - SLEEP AREA

              Han stands nervously waiting for Chewbacca, who is
              looking through Luke's things as the young adventurer
              sleeps.  The huge furry creature is very quiet as he
              moves about the cabin.  He picks up Luke's gun belt
              containing the hidden Kiber Crystal.  He takes the belt
              and a pouch to his waiting master, and quietly whispers
              to him.  Han begins to search the belt.

                                      HAN
                            He must have SOMETHING of value.  Are you
                            sure you looked through everything?  His
                            father had better be loaded.

              He drops the belt and pouch in disgust.

         58.  INT. PIRATE STARSHIP - COCKPIT - TRAVELING IN SPACE

              Han enters and flops down in the co-pilot's seat.
              Montross is busy studying the solar system with the
              ship's scanner.

                                      HAN
                            We've been through everything twice.  He
                            has nothing with him.  I guess we'll just
                            have to wait until we get to his father.

              Montross looks up from the scanner with a worried look.

                                      MONTROSS
                            I've scanned almost all the way to Ogana
                            Major, and there is no blockade!  I don't
                            get it.  Do you think we should continue?

                                      HAN
                            Sure, why not?...but carefully.

         59.  INT. PIRATE STARSHIP - LOUNGE AREA

              Luke, Chewbacca and the two robots sit around a lighted
              table covered with many small metal figures. Each side of
              the table has a small computer monitor embedded in it.
              Chewbacca seems very pleased with himself as he rests his
              lanky fur-covered arms over his head.  Luke rests his
              chin in his hands as he ponders a weighty problem on the
              board.  Finally the stubby Artoo reaches up and moves one
              of the figures on the board.  A sudden frown crosses
              Chewbacca's face and he begins yelling some gibberish at
              Artoo.  Threepio intercedes on behalf of his small
              companion and begins to argue with the huge Wookiee.

                                      LUKE
                            Let him have it...You're winning
                            anyway...It doesn't make any difference.

                                      THREEPIO
                            Yes sir, but it's the principle of the
                            thing.

              A small tone sounds and the com-link crackles to life.

                                      HAN'S VOICE
                            Luke, could you come up here!

                                      LUKE
                            I'm on my way.

         60.  INT. PIRATE STARSHIP - COCKPIT - TRAVELING IN SPACE

              The cockpit is alive with humming meters and softly
              buzzing read-outs.  Montross and Han are busy at the
              controls.

                                      MONTROSS
                            It checks out again.  There is no mistake
                            about it.

              Luke enters; his boyish enthusiasm is working overtime.

                                      LUKE
                            We must be just about there!

              Both Han and Montross are rather grim-faced.

                                      HAN
                            We ARE there...Ogana Major has been
                            destroyed...

                                      LUKE
                            What!  What are you saying?

              Luke moves close and begins to search the viewing
              monitors.

                                      HAN
                            What's left of it is contaminated.  That's
                            it there...look at those radiation
                            read-outs!...and the blockade is gone.  Now
                            what's going on?

              Luke sits down in a state of shock.  He stares blankly at
              the monitor read-outs.  Han is very angry at this turn of
              events.

                                      MONTROSS
                            I don't care how large the Imperial fleet
                            has become, it couldn't have done this.
                            Half the planet is torn away.  It would
                            have taken a thousand ships with a lot more
                            fire power than I've ever seen...very
                            fascinating.

                                      HAN
                            Well, I don't like it.  Where is your
                            father?

                                      LUKE
                            He must be dead...All this way and he's
                            probably dead...

                                      HAN
                            Who's going to pay us??

              The young pirate captain grabs Luke and holds him high
              against the cockpit wall.

                                      HAN (CONT'D)
                            I'm beginning not to like you!

              Luke clears his throat and snaps out of his depression.

                                      LUKE
                            Deak!  Deak would know...my brother.

                                      HAN
                            What?

                                      LUKE
                            My brother could help us.  He would know
                            what to do.

                                      HAN
                            Could he pay us?

                                      LUKE
                            He might know what happened. He's
                            ...ah...in a bit of a fix.  I'm
                            sure he would be most grateful if we helped
                            him.

              Han puts the boy down and a scheme formulates in Luke's
              mind.

                                      LUKE (CONT'D)
                            If my father is dead, then everything is
                            his...but it's no use. We could never get
                            to him...it's impossible.

                                      HAN
                            Nothing's impossible.  Not for me anyway.
                            Tell me where he is and we'll go there.

                                      LUKE
                            He's being held prisoner...You couldn't
                            help him...No one could, not even a Jedi
                            Bendu knight could...

                                      HAN
                            I could.  Where is he?

                                      LUKE
                            Alderaan.

              The word hits Han and Montross like a mad bantha; but Han
              recovers nicely, and thinks about it for a moment.

                                      MONTROSS
                            Well, he's right, you can't go there.

                                      HAN
                            Why not?  The fact that no one in their
                            right mind would ever try might make it
                            easy...You're sure your brother would make
                            it worth our while?

                                      LUKE
                            Beyond your wildest dreams...

                                      HAN
                            You have no fear of Alderaan?

                                      LUKE
                            As you said, the fact that no one would
                            venture there voluntarily makes it easy.

                                      MONTROSS
                            You boys have the space giddies...  but
                            calculating the probabilities, you may have
                            something...

                                      HAN
                            Chart a new course...

                                      LUKE
                            Boy, will Deak be surprised to see us.

              Montross gives the two boys a doubtful glance.

         61.  INT. PIRATE STARSHIP - LOUNGE AREA

              Han, Chewbacca, Luke, and the robots sit around a large
              table in the lounge area of the starship.  Han and Luke
              are deep in thought.  Luke sits up.

                                      LUKE
                            I thought starcaptains were supposed to be
                            clever.  I thought you did this kind of
                            thing all the time...

                                      HAN
                            Well, I do, of course.  But Alderaan...even
                            I've never been there.  When I said I'd
                            take you...I thought you already had a
                            plan...

              Montross enters the lounge area and sits down.  He flexes
              his new left arm which was just replaced.

                                      MONTROSS
                            This new arm is a lot stiffer than the last
                            one.  They just don't make these things the
                            way they used to...We've reached the first
                            perimeter of Alderaan.  What's the next
                            move?

              Everyone is lost in deep and perplexing thoughts.  He is
              slightly amused at the young adventurer's dilemma.

                                      HAN
                            I guess there is only one thing to do, and
                            that is to fly right in there and take
                            over...we can do it.

                                      MONTROSS
                            Whoa there...May I make a suggestion to the
                            captain?  There is only one way into
                            Alderaan, and N0 way out.  It's an island
                            city suspended in a sea of cirrus methane.
                            The dungeons have triple guards, scramble
                            scanners, gas locks, and every sector is
                            isolated...and most important, it's the
                            dwelling place of the Bogan Master: Prince
                            Valorum.  This venture of yours is sheer
                            madness; but I have calculated the
                            probabilities, and there might be a way.

                                      HAN
                            How??

                                      MONTROSS
                            It is a rather complex plan; but it has the
                            greatest probability of working...Go to the
                            library, get all the tapes on Imperial
                            procedure...You will have to learn the...

                                      HAN
                            We're going to get in by studying
                            procedures??  I don't like it.

                                      MONTROSS
                            All right then, we'll use your plan.

              Han slumps in his seat with a dejected look.

                                      HAN
                            All right, get the tapes.

                                      MONTROSS
                            ...and we're going to need the
                            space on all of our scan-shielded
                            compartments and lockers.

                                      HAN
                            What do you want with our scanproof
                            lockers?

         62. EXT. SPACE AROUND PLANET ALDERAAN

              The long ornate pirate starship approaches the gray
              gaseous planet of Alderaan.  The ship is not propelled,
              but simply drifts crab-like toward the planet.  As it
              approaches the surface, huge billowing clouds extend out
              like menacing tentacles.  The peacefulness of this
              nebulous idyll is broken by the increasing wail of ion
              engines.  Suddenly, four sleek space fighters from the
              Imperial third fleet burst from the huge cumulus range.
              The craft are small cylindrical power shells dominated by
              two huge solar fins.  They are flying in a tight
              formation; then two bank steeply and head toward the
              drifting starship.

         63.  INT. IMPERIAL FIGHTER - TRAVELING

              The Imperial fighters are four-man craft crammed with
              sophisticated electronic weaponry.

              The PILOT and GUNNERY OFFICER sit side by side,
              surrounded by lighted read-outs.  They wear the gleaming
              black uniforms of the dungeon guards.

                                      PILOT
                            No reply on any circuits...She appears to
                            be drifting; but you'd better give her a
                            blast anyway.

              Two laser bolts scream past the cockpit and explode in
              front of the drifting pirate ship.

                                      PILOT (CONT'D)
                            Kuro one to AD four.  We have what appears
                            to be a drifting TDFI04 which does not
                            respond to warnings.  No life forms appear
                            on the scanner...Escape pods four, seven,
                            and Oh three have been jettisoned...Should
                            we destroy her or attempt salvage?  She
                            looks in good shape.
                            ...Right...Will do.

         64.  EXT. SPACE AROUND PLANET ALDERAAN

              The two tiny fighter craft orbit in front of the pirate
              starship as small plates shoot from their fins and attach
              themselves to the larger craft.  Lines pull taut and
              the pirate starship is towed among the towering gray
              clouds by the two little Imperial space fighters.  The
              second two space fighters take up position behind the
              starship and follow it in.

         65.  INT. IMPERIAL FIGHTER - TRAVELING

              The pilot is cold and professional as his craft closes in
              on the starship.  The positions of the ships are
              displayed on a read-out.  The pilot gives the gunner a
              quick look before he flips his sun shield over his eyes.

                                      PILOT
                            It appears to be a Corellian Gypsy vessel,
                            as close as I can make out...Still no life
                            forms, no contamination.  Life systems
                            still functioning...  they simply abandoned
                            her for some reason.  We'll bring her in
                            through the main forward bay.  Is that
                            satisfactory?

                                      COM-LINK
                            Security is standing by. Kuro one, you have
                            clearance.

         66.  EXT. PLANET ALDERAAN - CLOUD SEA

              The towering white oxide clouds pass, revealing the
              Imperial city of Alderaan.  The magnificent domed and
              gleaming city is perched, mushroom-like, on a tall spire
              which disappears deep into the misty surface of the
              planet.  The little procession of spaceships speeds
              toward the city.

         67.  INT. MAIN FORWARD BAY - SPACEPORT - IMPERIAL CITY OF
         ALDERAAN

              The pirate starship rests in a huge hangar bay which
              dwarfs the Corellian craft!  Hundreds of troops work
              their way toward the craft under the cover of reflective
              shields.  A battalion commander and two guards edge their
              way toward the main hatch.  One of the guards aims a long
              laser rifle at the hatch.  A commotion erupts behind the
              troops, and they turn to see two SITH KNIGHTS striding
              into the huge spaceport hangar.  The two Sith knights
              appear slightly amused at the cautious stormtroopers.
              The battalion commander bows before the dark and fearsome
              Sith knights.

                                      FIRST KNIGHT
                            Chief, get your men back.  Let us check
                            this out.
                                 (to the other Sith) These MANTHAS
                            troops are getting far too timid.

              The Sith knights boldly approach the ship and swing open
              the hatch.  They start to enter the ship when a loud
              clanking sound, somewhat like a wrench being dropped down
              an air shaft, startles them and they jump back.  The Sith
              warriors ignite their laser swords simultaneously, and
              take a defensive stance.  The hundred or so troopers duck
              behind their chrome shields and direct their laser
              weapons at the open hatch.  A few more sounds are heard
              from within the giant starship.  The tension becomes
              almost palpable.  The gangling, bronze Threepio pops his
              "Art Deco" head out of the hatchway.

                                      THREEPIO
                            Hello!

              The two Sith knights give each other rather puzzled
              looks.

                                      THREEPIO (CONT'D)
                            I'm See Threepio, Human Cyborg relations.

                            It appears my masters have departed,
                            leaving me with their abandoned starship.
                            My only problem is that the operation of
                            Astro-vehicles is not within my
                            capacity...

              The first Sith knight turns back to the battalion
              commander.

                                      FIRST KNIGHT
                            Chief, hold this thing for inspection, and
                            check out the rest of the ship.  I think
                            you have picked up a piece of drift junk.
                            Salvage what you can, and atomize the rest.
                            Next time a little more bravery,
                            commander.  WAIT before you call us.

              The Sith knights leave the hangar as the troops shuffle
              on board the deserted vessel.  Threepio seems confused as
              troops rush around, completely ignoring him.

         68.  INT. PIRATE STARSHIP - LOUNGE AREA

              The troops search the ship with small hand scanners.  The
              commander and his aid enter the lounge.  They are
              approached by a slender, weasel-like OFFICER.

                                      OFFICER
                            There are no other "droids", sir.  The ship
                            isn't much -- a rag-tag, custom-built
                            job...might be worth some study...

              A TROOPER approaches the group.

                                      TROOPER
                            All clear, sir.  There is a row of supply
                            lockers we couldn't get into.

                                      COMMANDER
                            Let the scavenger crews take care of that.
                            Post a guard, and send the men back.  Keep
                            the "droid" here with the ship; we'll let
                            the scavenger crew take care of him, too.

              The troops begin to file out of the ship.

         69.  INT. PIRATE STARSHIP - HALLWAY

              A lone trooper runs through the hallway heading for the
              exit.  In a few moments, all is quiet.  The muffled
              sounds of a distant officer giving orders finally fade.
              A sharp tapping can be heard very near, and a panel on a
              row of low cabinets crashes to the floor.  Han Solo's
              head pokes out of the hole and looks around the hallway.
              He then pulls himself out of his cramped quarters and
              struts around, stretching his legs.  A second locker
              breaks open and Luke emerges.  Chewbacca pokes his furry
              head out of the first locker and Han tells him the way is
              clear.

                                      HAN
                            This is ridiculous.  I tell you it's not
                            going to work. Montross is crazed half the
                            time...

              Luke straightens himself out as Montross appears in his
              locker.

         70.  INT. PIRATE STARSHIP - LOUNGE AREA

              Luke, Han, Montross, Chewbacca, and little Artoo quietly
              make their way down a hallway to the lounge area, where
              four Imperial troopers stand guard.  Luke peeks around
              the doorway, then whispers to Han.

                                      LUKE
                            There are only four.  Remember:  Quietly,
                            and don't mess up the uniforms...

              Han repeats this to Chewbacca and they both grin with
              excited, determined looks on their faces.  Luke gives the
              signal as the Wookiee and the young Corellian pirate
              charge past him with their laser swords held high,
              screaming like wild banshees.  Luke is somewhat confused
              by the attack.  The yelling and the clash of swords echo
              throughout the ship.  Montross holds his ears.  Artoo
              runs and joins up with the shackled Threepio.

         71.  INT. MAIN BAY GANTRY - CONTROL TOWER

              In the main control tower, next to the starship, a gantry
              officer looks up from his desk, as if he hears
              something.  He turns to an aide who is busy readjusting a
              monitor.


                                      GANTRY OFFICER
                            Did you hear that?

              The aide shakes his head; but the officer, convinced that
              he heard something, leaves the control tower and heads
              for the pirate ship.

         72.  INT. PIRATE STARSHIP - LOUNGE AREA

              The gantry officer cautiously enters the pirate starship
              with his laser pistol drawn.  Everything is quiet in the
              lounge area.  Two guards sit at a table with a third
              standing over them.  The fourth guard approaches the
              gantry officer.

                                      GUARD
                            You have business here?

              The guard is Han Solo.  He struggles to hide a large
              blood stain under his right arm.

                                      OFFICER
                            I thought I heard something down here.

                                      HAN
                            Are you sure it was from down here?  We
                            didn't hear anything...

              The gantry officer shakes his head at the puzzlement.

                                      OFFICER
                            Well, I guess not...but keep your eyes
                            open...

              The guard standing at the table is Luke; and as he turns
              to glance at the gantry officer, one of the guards
              sitting at the table topples over and lands with his face
              on the floor.  The gantry officer raises his pistol and
              immediately becomes suspicious.  An embarrassed grin
              breaks out on Luke and Han's faces.  With a swiftness
              rivaling a Jedi prince, Han knocks the gun from the
              gantry officer's hand and decks him.  Luke runs over to
              help Han, and Montross, Chewbacca and the robots rush
              in.

                                      LUKE
                            Don't mess him up!

              Han starts to change jackets with the gantry officer.

                                      HAN
                            I've just been promoted.

                                      MONTROSS
                            All right now, you don't have much time.  I
                            hope you can remember everything.

                                      LUKE
                            We'll be back before you know it.

                                      HAN
                            Just have the ship ready.

              Luke binds the huge Chewbacca with electronic cuffs.  The
              Wookiee has a worried and slightly frightened look on his
              face.  Han reassures him, straightens his jacket and they
              start off into the giant Imperial city of Alderaan.  Han
              and Luke walk on either side of the giant Chewbacca and
              Artoo and Threepio reluctantly follow along behind.
              Montross stays aboard the starship and carefully and
              quietly closes the hatch.

         73.  INT. MAIN BAY GANTRY - CONTROL TOWER

              A lone aide is quietly working on a monitor when
              Chewbacca, the huge Wookiee, appears in the doorway with
              a bone-chilling howl.  A look of surprise, awe, and sheer
              dread crosses the aide's face as he stumbles over his
              tools.  The Wookiee flattens him with one blow.  Threepio
              and Artoo waddle into the room, followed by Han and Luke
              guarding the rear.

                                      LUKE
                            Must he howl so?  Every Sith in the city
                            will know we're here.

                                      HAN
                            Good!  I prefer a straight fight to all
                            this sneaking around.

              Threepio and Artoo look over the control panel, until
              Artoo finds something which gets him excited.

                                      THREEPIO
                            We've found it, sir.  Bless the maker, this
                            control board has one.

              Han and Luke rush over to the robots.  Chewbacca busies
              himself with hanging the control aide by his toes.

                                      LUKE
                            Plug him in.   Let's see what we get.

              Artoo punches his claw arm into a computer socket, and
              the vast Imperial brain network comes to life, feeding
              information to the little robot.  After a few moments, he
              beeps something to Threepio.

                                      THREEPIO
                            Level five, Detention block A-23, cell
                            2187... He's still alive...  but his
                            condition is reported as critical.

                                      LUKE
                            All right, wait for us here...  Send
                            feed-back into the control sensors in that
                            Detention block only.

              Han puts the electronic bonds back on Chewbacca and the
              trio starts out the door.

                                      THREEPIO
                            Pardon me for asking, sir...but, ah...what
                            are we to do if someone should discover us
                            here?

                                      HAN
                            Hope they don't have blasters.

                                      THREEPIO
                            That isn't very reassuring.

         74.  INT. DETENTION AREA - ELEVATOR TUBE - IMPERIAL CITY OF
              ALDERAAN

              Han and Luke try to look inconspicuous, as they wait for
              a vacuum elevator to arrive.  Troops and bureaucrats
              bustle about ignoring the trio completely; only a few
              give the giant Wookiee a curious glance.  Finally, a
              small elevator arrives, and the trio enter.  A bureaucrat
              races to get aboard also, but is signaled away by Han.
              The door to the pod-like vehicle slides closed, and it
              takes off through a vacuum tube.

                                      LUKE
                            This is the PT-27 unit that ceases
                            operation if there is any kind of alarm.

              He rubs his hand across a series of small holes.

                                      LUKE (CONT'D)
                            Gas...Montross was definitely right.  If
                            they discover us, we'll never get out.

              Han gives him a skeptical look.

         75.  INT. DETENTION AREA - DUNGEON

              The giant Wookiee and his two guards enter the old, gray
              security station.  Guards and laser gates are
              everywhere.  Han whispers to Luke under his breath.

                                      HAN
                            This isn't going to work.

                                      LUKE
                            Why didn't you say so before.

                                      HAN
                            I think I did.

              A tall, grim-looking officer approaches the trio.

                                      OFFICER
                            What code is this?

                                      LUKE
                            I've got it here somewhere...  It's SPT
                            188544.  You can check it through
                            the...ahh, oh yes, lex-321.

                                      OFFICER
                            It will take a while -- the big mode is
                            acting up...getting feedback from
                            somewhere.

              The officer goes back to his console and begins to punch
              in the information.  There are only three other troopers
              in the area.  Luke and Han survey the situation, checking
              all of the alarms, laser gates and camera eyes.  Han
              unfastens one of Chewbacca's electronic cuffs and shrugs
              to Luke.

                                      LUKE
                            May THE FORCE OF OTHERS be with us.

              Suddenly, Chewbacca throws up his hands and lets out with
              one of his ear-piercing howls.  He grabs Han's laser
              sword and ignites it, pushing Han against the wall.

                                      HAN
                            Look out!  He's loose!

              The startled guards are momentarily dumbfounded.  Luke
              and Han have already pulled out their laser pistols and
              are blasting away at the terrifying Wookiee.  Their
              barrage of laser fire misses Chewbacca, but hits the
              camera eyes, laser gate controls, and the Imperial
              guards.  The officer is the last to fall under the laser
              fire just as he starts to push the alarm system.  Luke
              rushes over to the com-link system, which is screeching
              questions about what is going on.  Han and Chewbacca
              disappear down one of the sub-hallways.

                                      LUKE
                            A Wookiee broke loose up here, but we've
                            got him under control.  There is a lot of
                            damage, four casualties.  The main door
                            jammed.  Better keep the rescue squad away
                            from here, we've got some fires...

              He blasts some of the furniture with his laser pistol and
              it bursts into flames, creating a lot of smoke.

         76.  INT. DUNGEON - CELL ROW

              Han and Chewbacca race down the rows of low, stone-cell
              doors.  Han stops before cell 2187 and yells something to
              Chewbacca, who covers his face as the young pirate blasts
              the door away with his laser pistol.  When the smoke
              clears, Han looks in the cell and an expression of horror
              crosses his face.

                                      HAN
                            "Holy Maker" No!

              Suspended inside the cell by invisible rays, a bloody and
              mutilated Deak Starkiller hangs upside down.  A strange
              yellow glow radiates from his eyes.  Chewbacca rushes
              into the cell past the dazed Han.  The Wookiee yells
              something and Han comes to, firing his pistol at a small
              control box in the wall.  The unconscious Deak drops like
              a rock into the giant Wookiee's arms.  Chewbacca slings
              him over his shoulders, and joins Han in the hallway.

         77.  INT. DETENTION AREA - DUNGEON

              Smoke fills the small control center as Luke fiddles with
              the wires on the control board.

              A series of explosions at the main doorway knock a hole
              in the wall through which several Imperial troops begin
              to emerge.  Luke fires his laser pistol at them through
              the smoke and flames.  He turns and runs down a
              sub-hallway, stopping only for a moment on the far side
              of the passageway to lock on the laser gate "cutters".
              He takes a small com-link transmitter from his belt and
              speaks into it.

                                      LUKE
                            C3PO - C3P0 -- switch off emergency
                            communications network.  We're on our way.
                            Monitor what you can...What was that, I
                            didn't copy...

         78.  INT. MAIN BAY GANTRY - CONTROL T0WER

              Threepio paces the control center as little Artoo beeps
              and whistles a blue streak.  Threepio yells into the
              small comlink transmitter.

                                      THREEPIO
                            I said, all systems have been alerted to
                            your presence, sir.  I respectfully suggest
                            you return at once...

              The transmitter squawks a short reply, and Threepio peeks
              out the tower window at the starship.  All is quiet.  He
              then moves to the door and it slides open a crack.
              Several troops rush past, yelling and shouting orders.
              Threepio slams the door shut, and pushes the lock lever.

                                      THREEPIO (CONT'D)
                            Oh no!

         79.  INT. DUNGEON - CELL ROW

              Han and Chewbacca rush toward the detention control
              complex, but are met by Luke running toward them.

                                      LUKE
                            There's no going back that way.

              Luke notices his mutilated brother draped over
              Chewbacca's shoulders.  His mouth drops open in stunned
              shock.

                                      HAN
                            He's still with us, but there ain't much
                            left of him.

                            Your family must have something the Empire
                            wants awfully bad.

              The trio turns and runs down the cell block passageway.
              They reach a small grate in the wall, covering a passage
              that leads down into a deep darkness.

                                      LUKE
                            This way.  It might lead out of the cell
                            block.

              Luke and Han pull up the rusty grate, and they disappear
              into the black passageway.

         80.  INT. DUNGEON - PASSAGEWAY

              Han leads the group down the ever-darkening, narrow
              passageway.  Their footsteps echo on the cold stone steps
              of the winding, descending stairway.  Han and Luke switch
              on small lights in their gunbelts.  The rhythmic marching
              of stormtroops is heard behind them.  Han stops the group
              before an intersecting hallway.  The marching troops seem
              to be getting louder; muffled voices can be heard.

                                      LUKE
                            They're right behind us.  Which way?

                                      HAN
                            Your guess is as good as mine.  Maybe we'd
                            better keep going down until we reach the
                            docking level...

              They continue down the eerie, slimy corridor that gets
              narrower and narrower as they descend into the bowels of
              the city.

         81.  INT. MAIN BAY GANTRY - CONTROL TOWER

              A loud buzzer sounds throughout the control tower.
              Threepio rushes to the computer console.

                                      THREEPIO
                            All right, all right, I'm going to answer
                            it...just don't blame me if we get caught.

              He switches on the control com-link.

                                      COM-LINK
                            There is a problem on the level five
                            detention area.  Double alert.

                                      THREEPIO
                            Confirmed, and out.
                                 (to Artoo) Do you think they'll
                            believe that?

         82.  INT. DUNGEON - PASSAGEWAY

              The passageway has gotten so small that Han, Luke and
              Chewbacca must walk sideways.  Suddenly the way opens up
              to a wide, low ceiling corridor that is very dark and
              dank.

                                      HAN
                            We made it...Hurry!

              The group runs along the foul-smelling passageway.

                                      LUKE
                            I think they've stopped following us.

                                      HAN
                            I wonder why?...It's sure getting hot down
                            here.  Where do you think this leads?

                                      LUKE
                            It's some kind of vent system.

              A loud, horrible, inhuman moan works its way up from the
              far end of the passageway and stops the group dead in its
              tracks.  They exchange rather worried looks.

                                      HAN
                            I think I know why they stopped following
                            us...

                                      LUKE
                            Which direction is it?

              Chewbacca jabbers something to Han.

                                      HAN
                            Chewbacca says there are legends of the
                            Sith keeping DAI NOGAS in the belly of the
                            city...Dai Nogas are not to be trifled
                            with.

                                      LUKE
                            Which way should we go?

                                      HAN
                            They are not natural creatures.  They are
                            very large; but it could be anywhere.
                            There is no hope for us back there, so I
                            guess we should push ahead.

              They start forward; but the giant Wookiee stops and howls
              something at Han.  The young captain talks to the
              frightened creature and eventually calms him down, and
              they slowly continue forward.  Barely perceivable, a dim
              light glimmers at the far end of the hallway.

                                      LUKE
                            Look, a light, head for it!

              The group picks up speed as it nears the light.
              Suddenly, a huge form blocks out the light, and Chewbacca
              lets out a terrified howl and begins to back away.  Han
              and Luke stand fast with their laser pistols drawn.  Han
              calls back to the Wookiee, who begins to cower near one
              of the damp walls.

                                      HAN
                            Guns are no good.  Only a Jedi, strong with
                            the FORCE, can stop it.

              The huge shape, breathing loud and deep, sloshes
              forward.

                                      LUKE
                            Maybe we could out-flank it?

                                      HAN
                            The passageway is too small...We would have
                            to distract it with something.

              The two boys begin to slowly walk backwards as the
              horrible DAI NOGA begins its cumbersome advance.

                                      LUKE
                            Get Chewbacca, try to get around it.  I'll
                            draw it away.

                                      HAN
                            Are you sure?? These things aren't
                            natural.

                                      LUKE
                            I'll listen to your plan...

              Han turns and rushes back to Chewbacca, who is huddled
              against the wall, with the unconscious Deak lying by his
              side.  The Wookiee is shaking and wailing like a small
              child.  In the thin light provided by the small door at
              the end of the passageway, the faint outline of the
              gruesome Dai Noga can be perceived.  Luke, with shaking
              hands, fires directly at the center of the beast.  His
              laser bolt passes through the huge creature and explodes
              against a far wall.  The light from the blast reveals a
              little more of the thing, which is something like a cross
              between a huge spider and a giant squid.

              Han has blindfolded Chewbacca, and attempts to lead the
              Wookiee carrying Deak around the terrifying Dai Noga.
              They edge their way along the corridor wall as Luke fires
              a second blast at the slime.  The Dai Noga lets out with
              a horrible moan and lumbers towards Luke with a new
              vigor.  Luke backs away firing as he goes.  Han and
              Chewbacca make it to the door and watch the Dai Noga move
              after Luke.

                                      HAN
                            We're clear!  I'll distract him.

              He fires a shot at the monster, but it continues after
              Luke.

                                      LUKE
                            Shoot above him!

              Han fires again, this time above the creature, knocking
              rocks and debris on top of him.  He turns to face his new
              enemy, enabling Luke to creep around the Dai Noga and
              join Han and Chewbacca.  The spider-like monster lets out
              a moan and leaps at the two youths.  Chewbacca has worked
              loose the iron grate covering the doorway, and the group
              tumbles into a dusty, unused hallway.

         83.  INT. DUNGEON - HALLWAY

              The Dai Noga bangs against the opening and a long slimy
              tentacle works its way out of the doorway searching for a
              victim.  Han aims his pistol.

                                      LUKE
                            No, wait!!  They'll hear...

              Han fires at the doorway, creating an avalanche of rubble
              which buries the monster.

              The noise of the blast echoes relentlessly throughout the
              passageway.  Luke simply shakes his head at the young
              captain.  They get up and start down the passageway.  Han
              is clearly bothered by Luke's low opinion of his
              actions.

                                      HAN
                            I don't care, I want them to find us...I
                            need a good fight...  I could polish off a
                            whole squad, like that!

              He snaps his fingers as Luke gives him a skeptical look.

         84.  INT. MAIN BAY GANTRY - CONTROL TOWER

              Threepio nervously paces the control room.

                                      THREEPIO
                            You mean they've calculated that the escape
                            has something to do with the ship!  Then
                            they'll come up here, too...Oh me! We'll
                            all be atomized.  Where could they have
                            disappeared to?

         85.  INT. SPACEPORT - PASSAGEWAY

              Luke and Han stand before a bay window overlooking the
              pirate starship.  They watch as a platoon of Imperial
              stormtroopers take up guard positions outside the
              craft.  An officer attempts to open the hatch and enter
              the ship, but is unsuccessful.  He exits the docking bay
              in a hurry.

                                      LUKE
                            He'll be heading for the control tower.
                            Come on...

              The two boys rush down the hallway, followed by the
              lumbering Chewbacca carrying Deak.  They round a corner
              and run smack dab into twelve Imperial stormtroopers
              heading toward them.  Both groups are taken by surprise,
              and stop in their tracks.  Before even thinking, Han
              draws his laser sword and charges the troops, yelling at
              the top of his lungs.  The troops are startled by this
              assault and start to back off.  Han manages to cut
              several down before the rest flee in panic.  Pleased with
              his prowess, Han starts after them, yelling back to Luke
              as he goes.

                                      HAN
                            Get Chewbacca to the ship!

                                      LUKE
                            Wait, where are you going?  Come back
                            here!

              Han has already rounded a corner and does not hear.  Luke
              rushes Chewbacca to the doorway at the end of the
              hallway.  He motions the Wookiee to go on.

         86.  INT. SPACEPORT - SUB-HALLWAY

              Han chases the ten stormtroopers down a long
              sub-hallway.  He is yelling and brandishing his laser
              sword.  The troops reach a dead end and are forced to
              turn and fight.  Han stops a few feet from them and
              assumes a defensive position.  He is ready to cut them
              down.  The troops begin to ignite their laser swords;
              soon all ten troopers are moving into an attack position
              in front of the lone star pirate. Han's determined look
              begins to fade as the troops begin to advance.

              Luke runs down the sub-hallway in a last-ditch attempt to
              save his bold friend.  Suddenly he hears the clamor of
              laser swords and yelling.  Around the corner shoots Han
              Solo, pirate extraordinaire, running for his life,
              followed by a host of furious stormtroopers.  Luke turns
              and starts running the other way, also.  They run around
              several corners, and the troops drop a ways behind.  Luke
              squeezes down a side passage and signals for Han to
              follow.

         87.  INT. SPACEPORT - NARROW PASSAGE

              Luke and Han run down the narrow passageway looking for
              an exit.  The stormtroopers can be heard barking orders
              as they follow the duo.  An officer at the far end of the
              hallway spots them and fires a laser blast at them, but
              misses.  They reach a complex blast-shield door which
              they attempt to open by pushing a series of buttons on a
              lock switch.  The several layers of hatches and locks
              slowly peel away.  Han returns the laser fire of the
              gathered stormtroopers at the end of the hallway.  The
              signal on their belt comlinks begins to buzz.  Luke takes
              one in hand and gets a jumble of excited Wookiee
              gibberish.  He hands the small com-link receiver to Han,
              who continues his barrage of the troopers.

                                      LUKE
                            It's for you.

              Han talks to the Wookiee and seems to be in some kind of
              an argument.


         88.  INT. SPACEPORT - MAIN FORWARD BAY

              Chewbacca is crouched behind some supply cannisters near
              the main entrance to the spaceport bay.  Stormtroopers
              march to and fro in front of the pirate starship.  The
              giant Wookiee whispers into the com-link.  Deak lies in a
              heap at his feet.  Chewbacca ducks lower as several
              troops stop almost on top of him.  He puts the com-link
              back on his belt and draws Deak close to him.

         89.  INT. SPACEPORT - NARROW PASSAGE

              Han gives the com-link back to Luke.

                                      HAN
                            Chewbacca can't make it to the ship without
                            help.

              The final hatch starts to swing open behind them.

                                      LUKE
                            Then let's go!

              They turn and start into the main spaceport causeway.  A
              few feet into the hallway and the boys stop short.  Two
              evil, BLACK KNIGHTS OF THE SITH stride toward them.  Luke
              turns and runs back into the narrow passageway.

                                      LUKE (CONT'D)
                            Come on back.  We'll not be stopping
                            them...

              Han jumps back into the narrow passageway and Luke pulls
              the main blast-shield lock switch.  The five layers of
              door instantly slam shut.

                                      HAN
                            Now what??

              Luke shrugs his shoulders.  The stormtroopers renew their
              assault.

         90.  INT. SPACEPORT - MAIN CAUSEWAY

              The two Sith knights stop before the huge blast-shield
              door.  Stormtroopers take up position behind them.  One
              of the knights turns to the first officer of the guard.

                                      SITH KNIGHT
                            Move your man back.

              The troops scurry out of the way, as the Sith knights
              raise their arms over their heads, creating a powerful
              force field.

         91.  INT. SPACEPORT - NARROW PASSAGE

              The mighty blast-shield door bulges under the pressure of
              the Sith para-force.  Luke spots a small waste receptacle
              on the wall.  He fires a few shots at the assembled
              stormtroopers at the far end of the corridor, and moves
              to the garbage chute.  He motions for Han to follow, but
              the young starcaptain is sitting in a corner staring
              blankly at the bulging door.  Luke runs back to him.

                                      LUKE
                            What is it?

                                      HAN
                            It's no use...we're lost.

                                      LUKE
                            No, no, there's a debris chute.  It's the
                            Bogan force making you feel that way.
                            Don't give up hope...fight it!

                                      HAN
                            It's no use, it's no use.

              The giant hinge bolts on the blast-shield door begin to
              pop as the force of the Sith knights grows stronger.
              Luke fires off a rapid series of shots and half-drags Han
              to the small grate in the wall.

                                      LUKE
                            Well, we're going anyway.  Think of good
                            things.  Drive the Bogan from your mind.

              Luke blasts the cover off the debris receptacle and
              shoves Han into the small opening.  The giant blast door
              begins to smolder, creating a smoky cover for the boys to
              hide in.  Luke frantically blasts away at the advancing
              stormtroopers, then climbs into the garbage chute and
              disappears.

         99.  INTERIOR SPACEPORT - GARBAGE ROOM

              Luke slides through a series of chutes until he winds up
              in a large room full of muck.  Han is already stumbling
              around looking for an exit.  He finds a small hatchway
              and struggles to get it open.

                                      HAN
                            The blasted thing is vacuum-sealed.

              He draws his laser pistol and fires at the hatch.  The
              laser bolt ricochets wildly around the small metal room.
              Both Luke and Han dive for cover in the garbage as the
              bolt explodes almost on top of them.  Luke climbs out of
              the garbage with a rather grim look on his face.

                                      LUKE
                            I'm glad to see the Bogan is no longer with
                            you, but would you put that thing away or
                            you're going to get us both killed.

                                      HAN (sarcastic) I'll leave it for
                            you to open then.  I'm just afraid we're
                            going to have company soon...  This is a
                            brilliant escape.

                                      LUKE
                            Well, it could be worse...

              Before Han can reply, the walls of the garbage receptacle
              begin to rumble and edge toward the adventurers.

                                      HAN
                            Now what?!?

                                      LUKE
                            Try to jam it with something.

              They place poles and long metal beams between the closing
              walls; but they are simply snapped and bent and the giant
              trash masher rumbles on.  The situation doesn't look
              good.

                                      HAN
                            This isn't working!

                                      LUKE
                            Well then, think of something else!

              The room gets smaller and smaller, until it is only three
              feet wide.  Garbage is snapping and popping as it is
              crushed by the relentless walls.  Luke's com-link begins
              to buzz, and he pulls it off his belt.

                                      THREEPIO
                            I begging your pardon, sir, but we are
                            going to be unable to stay here much
                            longer.

                            Could you give us...

                                      LUKE (to Han) Threepio!  That's
                            it.  The R-2 unit is still plugged into the
                            control systems...
                                 (into the
                                  com-link) Threepio, listen to me.
                            Have Artoo shut down all garbage chutes in
                            the immediate connecting bays.  I think
                            we're on your level, but shut them off on
                            the level above you, also...Quickly, shut
                            them off!

              The rumbling walls begin to shake the room, and then they
              halt.  Han breathes a sigh of relief.  Luke goes over to
              the pressure hatch and scrapes some muck off a number.

                                      LUKE (CONT'D)
                            Open the pressure maintenance hatch on unit
                            366117891...

              In a moment, the door pops open.

                                      LUKE  (CONT'D)
                            We're out.  Disconnect Artoo and go back to
                            the ship...Avoid the troops, if
                            possible...

                                      THREEPIO
                            I wish you were here, sir.

                                      LUKE
                            We'll be with you shortly.  Instruct
                            Montross to get the ship started.

         93.  INT. SPACEPORT - GANTRY HALLWAY

              Two Imperial officers stand in the hallway leading to the
              spaceport.  One of the officers is a fleet admiral.  They
              spot Artoo and Threepio waddling towards them and can
              hardly believe their eyes.

                                      OFFICER
                            That's them!

              Before they can do anything about it, Han and Luke jump
              the officers from behind, and put laser swords to their
              necks.  The robots trundle up to them.

                                      THREEPIO
                            Thank goodness you're safe, sir.  Did you
                            find Master Deak?

                                      LUKE
                            Chewbacca's got him.  Now if we can just
                            get by those guards before the Sith
                            arrive...

                                      THREEPIO
                            They won't be here too quickly, I don't
                            think; we shut and sealed all alarm doors
                            in the gantry.

                                      HAN (to the officer) Come on,
                            boys!

         94.  INT. SPACEPORT - MAIN FORWARD BAY

              Han and Luke, dragging their hostages in front of them,
              enter the starship bay.  Artoo and Threepio hurry in
              behind them.  The twenty or so troops guarding the
              starship train their weapons on the group, but seeing an
              admiral held as hostage, hesitate.  Chewbacca jumps out
              from behind the supply cannisters, carrying Deak over his
              shoulder, and joins the group.  They slowly make their
              way toward the starship, which is a medley of noises, as
              it prepares for take-off.  The main hatch slides open.

                                      OFFICER
                            Forget about us -- fire on them.

              The troops aim their laser rifles.  The admiral panics.

                                      ADMIRAL
                            No, wait!  Don't shoot!  They'll not get
                            away.  They'll not get away.  Don't shoot!

              The group enters the starship and the hatch slams shut.

         95.  INT. PIRATE STARSHIP - COCKPIT

              Han slides into the co-pilot seat.  Montross gives him a
              big smile.

                                      HAN
                            Get us out of here!

              Montross pulls back on the controls and the ship begins
              to move.  The dull thud of laser bolts can be heard
              bouncing off the outside of the ship.

                                      MONTROSS
                            They aren't going to hurt us with those
                            pea-shooters...

                                      HAN
                            There are Sith out there.

         96.  EXT. IMPERIAL CITY OF ALDERAAN - MAIN STARSHIP BAY

              The starship lifts away from the starship bay and moves
              into the cloud sea of Alderaan.  Troops continue to fire
              at the ship as it leaves.  Too late, four Sith knights
              arrive.

                                      SITH KNIGHT
                            They'll not get far.

         97.  INT. PIRATE STARSHIP - COCKPIT - TRAVELING

              Han picks up the com-link.

                                      HAN
                            Luke, jettison the hostages and get to one
                            of the gun ports.

                                      MONTROSS
                            You'd better get back there, too.  Four TIE
                            ships coming in at six o'clock.

              He points out the cockpit window to four small Imperial
              fighters banking in on their right side.

                                      HAN
                            Was this trip really necessary?

                                      MONTROSS
                            There's another bunch at two o'clock.
                            We're into our power reserves, so take your
                            time.  Sing out if they get below us and
                            I'll kick her around
                            ...Now get going!

         98.  INT. PIRATE STARSHIP - GUN PORTS - AFT SECTION -
         TRAVELING

              Luke is busy checking out one of the two main laser
              cannons mounted in large rotating bubble turrets.  He
              adjusts his head-phones, and searches his electronic
              tracking screen for the Imperial fighters.

                                      MONTROSS (over head-phones) Here
                            they come.

              Han jumps into the turret opposite Luke, and begins to
              strap himself in.  The pirate starship shudders as the
              Imperial fighters open fire.  Luke's turret swings around
              and he begins to return the fire.  Moments later, Han
              lowers his glare reflector and with a burst of smoke and
              electrical charge also opens up on the enemy craft.  One
              of the Imperial fighters is hit by a concentrated barrage
              and begins spinning out of control, until it finally
              explodes.  Han gives Luke a victory wave, which Luke
              gleefully returns.

              Imperial fighters buzz about everywhere.  The constant
              flashing of deflected laser bolts reflect in the interior
              of the turret bubble.  Chewbacca sits in an aft turret,
              blazing away at the enemy craft.  A huge explosion rocks
              the pirate ship and throws Artoo and Threepio crashing
              against a passageway wall.

                                      THREEPIO
                            Here we go again.  How did we get ourselves
                            into this?  We never seem to be in the
                            right place.

              Over the com-link, Montross gives instructions as to the
              enemy formations.  Several more Imperial ships explode
              and disappear from view.  The pirate starship undergoes a
              great deal of punishment as the battle rages.

                                      HAN (into the com-link) We're
                            beginning to come apart back here...the
                            ship will not take much more of this...

              Several of the Imperial fighters concentrate their fire
              on a weakened port antenna and finally it explodes,
              opening a hole in one of the compartments and everything
              that isn't bolted down is sucked into outer space.
              Threepio and Artoo struggle to push a large cabinet in
              front of the hole.


         99.  INT. PIRATE STARSHIP - COCKPIT - TRAVELING

              The cockpit is alive with warning lights and buzzers, but
              Montross manages to keep things under control.  He speaks
              into the com-link.

                                      MONTROSS
                            You're doing great, boys. There are only
                            three or four of them left; but maybe it's
                            time we showed them this isn't your
                            regulation type F-888 cargo-trawler.  Stand
                            by for hyper-skip...and hope she holds
                            together.

              Montross pulls back on several of the levers before him,
              and the ship surges away from the tiny fighters.  The
              pirate starship races through the galaxy at an incredible
              speed; but it isn't long before the Imperial fighters
              catch up.

                                      MONTROSS (CONT'D)
                            Take them now, boys.  They shouldn't be
                            maneuverable at this speed.

         100. INT. PIRATE STARSHIP - GUN PORTS - AFT SECTION -
         TRAVELING

              Luke, Han and Chewbacca fire away at the now stationary
              Imperial craft.  One explodes, then another, and before
              long, they are all congratulating each other on their
              victory.

                                                           DISSOLVE
                                                           TO:

         101. INT. PIRATE STARSHIP - SLEEP AREA

              Luke kneels over what's left of his brother.  Han stands
              in the doorway watching as Threepio applies some
              medication to the Jedi's gaping wounds.

                                      THREEPIO
                            I don't know much more we can do for him,
                            sir.  These are spiritual wounds.  The
                            Bogan arts often run contrary to the ways
                            of science...  and logic.  I can't help
                            him. Only a Jedi can save him.

                                      LUKE
                            He's been trying to talk...He knows I'm
                            here.  He knows it's me.


               Han simply shakes his head at the situation.

                                      HAN
                            He must have something of great value for
                            them to do that to him.  A lost spice mine,
                            maybe?  Well, whatever it is, he'd better
                            regain consciousness 'cause I'm due my
                            share...and I'm going to be very unhappy if
                            he joins THE FORCE OF OTHERS before I get
                            it...

               Han turns and leaves Luke and Threepio alone with Deak.

                                      LUKE
                            You've done well, Threepio...you have
                            served both of us well beyond your
                            programming.  Leave me with him for awhile,
                            would you?

                                      THREEPIO
                            Thank you, sir.  Your kindness is greatly
                            appreciated.  That is, the compliment of
                            compliments...But sir, you too ought to be
                            getting some rest...What with that tempest
                            we stirred up back there, I'm sure we
                            aren't through this yet.

                                      LUKE
                            I'll be along shortly.

               Threepio turns and leaves, locking the cabin door behind
               him.

                                      LUKE (CONT'D)
                            I guess you couldn't have known, but Ogana
                            Major is gone, destroyed by something -- I
                            can't imagine what...I don t know about
                            father -whether he's dead or alive -- or
                            where to find him if he is alive.  I didn't
                            know what to do, so I came for you...You
                            can't die, you just can't...What am I going
                            to do?  Just tell me what to do...Oh,
                            Deak!

               Luke slumps over his brother and begins to weep
               quietly.  Suddenly he remembers the Kiber Crystal hidden
               in his belt.

               He takes off his belt and fumbles to open the secret
               compartment.  The buckle snaps open and a powerful clear
               light fills the darkened room.  The Kiber Crystal's glow
               is almost blinding.  Luke takes the supernatural gem and
               places it in his injured brother's hand.  Luke suddenly
               sits bolt upright.  A thought seems to come to him and
               he dashes out of the cabin.

         102.  INT. PIRATE STARSHIP - LOUNGE AREA

               Luke bursts into the lounge area where Chewbacca and Han
               are sprawled across the chairs, sound asleep.  They wake
               with a start.  Chewbacca draws his laser sword.

                                      LUKE
                            Yavin's fourth moon.

                                      HAN
                            What's wrong?

                                      LUKE
                            My father's on the fourth moon of Yavin.
                            We must go there immediately.

                                      HAN
                            Wait a minute.   Is your brother
                            conscious?

                                      LUKE
                            No...

                                      HAN
                            Then how do you know your father is on
                            Yavin?  I've had it with your
                            adventures...

               Chewbacca blurts out a long line of gibberish to Han.

                                      HAN (CONT'D)
                            Yeah, you're going to get us all killed!

                                      LUKE
                            My father is on the fourth moon of Yavin.
                            Your only reward is there, also.

               Han thinks about this for a few moments, then throws up
               his hands.


                                      HAN
                            Well, we're already headed that way
                            anyway.

                                                           DISSOLVE
                                                           TO:

         103.  INT. PIRATE STARSHIP - COCKPIT

               Montross is upset and starts yelling at Han and Luke.

                                      MONTROSS
                            ...It's a wasteland.  That system
                            is way beyond the rim of the galaxy.

                                      LUKE
                            But we HAVE enough power to get there.

               Luke slams a connector panel on the computer console.

                                      HAN
                            Just relax for a second!

                                      MONTROSS (getting more
                                  excited) We have MORE than enough
                            power to get there...But we don't have
                            enough to get back, and there is no place
                            to _get_ power out there...  We'd never get
                            back.  It's madness...

               Montross starts to bring his arm down across the
               computer console to make his point, but Han grabs it in
               time to keep it from being dashed to bits.

                                      LUKE
                            It's not a wasteland.  There is an outpost,
                            I tell you...

               A sing-song alarm goes off on the scanner console.
               Threepio, who has been quietly sitting in the co-pilot's
               seat all through the argument, interrupts his master.

                                      THREEPIO
                            Excuse me, sir -- but we seem to be
                            approaching another ship of some king.

               Montross looks into the scanner display.

                                      MONTROSS
                            I don't think that's a ship, although it
                            moves like one...  it's much too large.
                            It's as big as a small moon.

                                      HAN
                            A station of some kind?

                                      MONTROSS
                            I don't know.  It's moving, but not very
                            fast, and it's traveling in the same
                            direction we are.

                                      HAN
                            Move off, let's go around it. We don't need
                            any more trouble.

                                      MONTROSS
                            I'd sure like to see what it is...

                                      HAN
                            Well, whatever it is, it means there must
                            be some kind of a power depot out here, so
                            we'll continue...

                                                           DISSOLVE
                                                           TO:

         104.  EXT. SPACE AROUND FOURTH MOON OF YAVIN

               The sleek pirate starship drifts into orbit around the
               emerald green, fourth moon of YAVIN.

         105.  INT. PIRATE STARSHIP - COCKPIT - TRAVELING

               Montross and Han are at the controls, as Luke rushes
               into the cockpit.

                                      MONTROSS
                            We pick up no significant life form
                            concentrations down there.  Certainly
                            there's no outpost...

                                      LUKE
                            It could be shielded, could be anything.

                                      HAN
                            Could be nothing.

                                      LUKE
                            Move into latitude sixty-one...

               A light begins to flash on the computer board.

                                      HAN
                            What's that?

                                      MONTROSS
                            A signal beacon.  Something is sending us
                            coordinates...

                                      LUKE
                            That's it!  Lock onto it!  We made it...We
                            made it!

                                      MONTROSS
                            There'll be no landing a ship this size on
                            that terrain. We'll have to use the
                            auxiliary units.

                                      LUKE
                            Good.  I'll help Chewbacca with Deak.

               Luke rushes out of the cockpit.

                                      MONTROSS
                            That moon or station -- or whatever it is
                            -- is back on the scope.  It's either
                            following us here or was already coming
                            here on its own.  I'd better stay with the
                            ship.

                                      HAN
                            Yeah, I think you'd better.   I don't like
                            this.  Track us if you can...

         106.  EXT. SPACE AROUND FOURTH MOON OF YAVIN

               Two small lifepods jettison away from the starship, and
               slowly drift toward the awesome, deep green surface of
               the moon.  Retro-rockets automatically kick in and slow
               the pods.  The two tiny craft break through some light
               cloud cover and land in the dense, steaming jungles of
               Yavin's fourth moon.

         107.  EXT. FOURTH MOON OF YAVIN - VINE JUNGLE

               One of the lifepods has come to rest in the middle of a
               bog.

               Han, Chewbacca, and Threepio emerge from the battered
               capsule as it slowly sinks into the murky swamp.

                                      HAN
                            Montross was sure right about this not
                            being a fit place to land.  We could have
                            gotten KILLED coming through those
                            trees...Well, let's find Luke...

                                      THREEPIO
                            They landed further south, I think.  This
                            is dangerous country.  If you don't mind my
                            saying so, I think we had better stay
                            together.

               Chewbacca inspects a huge laser weapon and straps
               several power packs to his bandoliers.  The group
               ventures into a forest of gargantuan trees shrouded in
               an eerie mist. The air is heavy with the fantastic cries
               of unimaginable creatures.

         108.  EXT. VINE JUNGLE

               Luke's lifepod is caught in the limbs of a huge tree.
               The fragile craft has been ripped in half by the crash
               landing.  A glass-enclosed mummy case containing the
               wounded Deak Starkiller is securely strapped in what
               remains of the tiny lifepod.  But his unconscious
               brother, Luke, hangs half out of the damaged craft.  A
               two-foot high insect-like creature scoots down a branch
               and onto the back of the dormant warrior.  The insect
               lets out a chilling hissing sound, and a slimy tube
               emerges from its hairy mouth, waking Luke.  He opens his
               eyes, but doesn't move.  He is immediately aware of the
               insect.  Suddenly, with one quick blow, he knocks the
               creature against the side of the lifepod, and it is
               squashed lifeless.

               Luke is a little groggy, but he manages to climb out of
               the wreckage.  He hears a frantic whistle, pathetic in
               its desperation.  Luke looks around and spots Artoo
               hanging upside down, one of his three feet caught in a
               vine.  Luke lifts the stubby robot out of his
               predicament and places him securely on a wide limb.
               Luke then attaches a thin cable from his utility belt to
               the tree trunk, and slides to the ground.  Han and
               Threepio are waiting for him at the base of the huge
               tree.

                                      HAN
                            Are you all right?

                                      LUKE
                            Yeah, I think so.  I'm going to need some
                            help getting Deak down from there.

               Chewbacca emerges from the dense foliage and tells Han
               something.  He tells Chewbacca to climb the tree and get
               Deak.

                                      HAN
                            He says we're about a league off the
                            coordinates.  The going will be slow in
                            this mess...

                                      LUKE
                            Then we best get on with it.
         109.  EXT. VINE JUNGLE RIDGE

               Gruesome and unnatural sounds permeate this ghostly
               wasteland.  The jungle is a strange and eerie, fog-laden
               purgatory.  The group stops on a ridge overlooking the
               rebel outpost of MASASSI.  All that can be seen of the
               fortress is a lone guard standing on a small pedestal
               jutting out above the dense jungle.  Suddenly, three
               Aquillian rangers break out of the dark foliage and
               approach the group. Han and Chewbacca raise their
               weapons.

                                      HAN
                            Hold!  Who are you?  Whom do you serve?

               One of the rangers strides forward, ignoring Han's laser
               pistol.  He is a tall man; on his helmet is the crest of
               AQUILLAE.  He advances until he is standing a few feet
               from Luke's weapon.

                                      ANTILLES
                            I am Bail Antilles...I serve THE FORCE OF
                            OTHERS...We are agents of the
                            Starkiller...He has been expecting you...

               Han looks a little puzzled, but lowers his weapon and
               tells Chewbacca to do likewise.  About two dozen rangers
               emerge from the brush and take up positions around the
               group. One of them speaks to Chewbacca in his own
               tongue, and the giant Wookiee lowers Deak onto a
               stretcher they have placed before him.

                                      ANTILLES (CONT'D)
                            Which of you is young Luke?

                                      LUKE
                            I am.  This is my friend and a great
                            starcaptain, Han Solo...  His first mate is
                            called Chewbacca.

               Antilles bows low before Luke.  The young adventurer is
               embarrassed and doesn't know how to respond.  Finally
               the ranger rises.

                                      ANTILLES
                            We must move swiftly, my lord.  For you
                            have arrived with all of the force of the
                            Bogan at your heels.  The Death Star has
                            found us once again, and a deadly battle
                            lies before us.  There is little time.
                            Hurry!

         110.  EXT. FOURTH MOON OF YAVIN - MASASSI OUTPOST

               Luke, Han, Chewbacca, the robots and Aquillian rangers
               ride on top of a low, gray armored transport speeder.
               They swing past a long line of gleaming spacefighters
               sitting along the edge or the vast jungle runway.  The
               several different types of two-man fighter craft have a
               wide variety of markings.  Several of the ships have
               bizarre and colorful designs painted across their
               large deflector fins, which transforms the crafts into
               huge and grotesque creatures, while others create
               beautiful and unique mosaic patterns.  Ground crews rush
               about servicing the craft.  Activity is at a fever pitch
               as Luke, Han and Antilles disembark the speeder and
               enter a low metal building to one side of the runway.

         111.  INT. MASASSI OUTPOST - WAR ROOM

               The war room is a mass of glass enclosures, electronic
               wall displays, monitors and computer stations.  Officers
               and aides rush to and fro, ignoring Luke and Han as they
               follow Major Antilles to a large, dimly lit conference
               room dominated by a huge galactic display board.  A
               briefing is in progress.  Several dozen officers sit
               around a long table as a young astro-general named
               DODANA is describing an attack plan to the others.
               Antilles stops Han just outside the door as two braided
               guards approach them.

                                      ANTILLES
                            You'll have to wait here.

               Han gives Luke a look of betrayal and anger.

                                      LUKE
                            I'll be back, and you'll be paid.

               Luke follows Antilles into the conference room and a
               glass door slides silently closed behind them.

         112.  INT. MASASSI OUTPOST - CONFERENCE ROOM

               Antilles and Luke sit in chairs at the back of the
               room.  Several officers at the table glance at Luke, but
               for the most part their attention remains riveted on
               General Dodana.

                                      DODANA
                            ...and although the digital
                            analysis doesn't confirm it, he feels there
                            is a weak point...

               Several large projections of a huge, armored space
               station appear behind Dodana.  One angle shows the north
               pole of the complex globe.  Six black towers dominate
               the detailed portion of the sphere.  Antilles whispers
               something to Luke who answers with a question.  Antilles
               points to a dark corner of the room near Dodana.  Luke
               strains to see something in the corner.  His hand
               fingers his belt buckle and he turns to Antilles and
               nods yes.

                                      DODANA (CONT'D)
                            ...Here, near the north pole
                            someplace.  In an area somewhere below
                            their generating towers, he predicts you'll
                            find a small thermal exhaust port.  It is
                            an unshielded shaft that runs directly into
                            the reactor system.  A direct hit straight
                            into the shaft would set up a chain
                            reaction that would destroy the Death
                            Star.

               A large, sallow-eyed General named AAY ZAVOR fiddles
               nervously with a small hand computer.

                                      ZAVOR
                            The greatest concentration of fire power is
                            at the poles.  I doubt a ship could get in
                            there to find the exhaust port, let alone
                            fire a direct hit down the shaft...

               A flight officer with a patch over one eye rises.

                                      FLIGHT OFFICER
                            There is an impossible magnetic field
                            around those towers. Maneuverability in
                            that sector is less than point three...

               The GRANDE MOUFF TARKIN, a thin, bird-like commander of
               the outland Kesselian Dragoons, stands, and Dodana sits
               down, revealing behind and to one side of him a wizened
               old man with long silver hair -- THE STARKILLER.  He is
               apparently asleep; but as the Grande Mouff rises, the
               Starkiller's crystal-clear eyes open knowingly.  An aura
               of power radiates from the ancient Jedi that almost
               knocks Tarkin over.  The Starkiller is a large man, but
               shriveled and bent by an incalculable number of years.
               His face, cracked and weathered by exotic climates, is
               set off by a long silver beard and penetrating gray-blue
               eyes.  Luke stares at him in awe.  He's at once proud,
               moved and slightly frightened.

                                      TARKIN
                            With all due respect, sir, the time has
                            come for it to be said...

               There is a long pause, as most of the officers on the
               Grande Mouff's side of the table look down at their
               fidgeting hands or nervously look away.

                                      TARKIN (CONT'D)
                            After our crushing defeat, and the
                            destruction of Ogana Major by this Death
                            Star...the Council has voted to trust the
                            cybormitic analysis for future attack and
                            planning procedures.  Your contact with THE
                            FORCE OF OTHERS is weak to the point where
                            it can no longer be trusted.  This new
                            attack formula is contrary to the cyborg
                            plan and depends too much on faith...a
                            faith that deserted us at Ogana Major.  Our
                            blind, unwavering faith in you and the
                            Ashla has led to our doom...

               The Starkiller sits unmoved, unresponding.   Zavor jumps
               to his feet in great anger and despair.

                                      ZAVOR
                            Your strategy destroyed us on Ogana Major!
                            THE FORCE OF OTHERS is no longer with us.
                            The Bogan is too strong. This Death Star is
                            too strong!

               Finally Antilles can stand it no longer.

                                      ANTILLES
                            The Bogan is already beginning to work on
                            you...Will you flee like frightened
                            children again, only to be hunted down
                            again, until there is no place to hide.

                                      ZAVOR
                            We were overwhelmed; his plan was hopeless
                            as this new plan of his is hopeless...

                                      ANTILLES
                            You would trust a machine's logic over THE
                            FORCE OF OTHERS?  His son brings us new
                            faith...

                                      TARKIN
                            His son brought us the Death Star...  He
                            has betrayed us!

                                      ANTILLES
                            He's brought us the Kiber Crystal!

               The room falls silent.  The bent and broken Starkiller
               rises and Tarkin and Zavor immediately sit down.  He
               motions for Luke to join him at the head of the table.
               Luke hurries to his father's side and hands him the
               Kiber Crystal. The Starkiller holds up the powerful
               stone and it radiates a brilliant light throughout the
               room.  Years seem to drop from the old man as the
               Kiber's force moves into his body.

                                      THE STARKILLER
                            With the Crystal, I can hold off the force
                            of the Bogan...but when its presence is
                            revealed, the enemy will stop at nothing to
                            acquire it.
                            ...You will have to win the battle
                            or lose everything...there will be no
                            retreat, no place to hide if the Sith gain
                            possession of the Crystal
                            ...finding the exhaust port is your
                            only chance.

                            You must have faith...THE FORCE OF OTHERS
                            is with you.

               One of the younger officers stands up.

                                      OFFICER
                            We'll find the port.

               Several other officers stand, also.

                                      SECOND OFFICER
                            I think my boys could get in there -- they
                            can hit it.

               More officers and Generals join in until even Zavor and
               Tarkin are standing.

                                      TARKIN
                            It will be to the finish, then.  This time,
                            victory!

         113.  INT. MASASSI OUTPOST - LIBRARY

               Luke is embraced by his father in the cool, dim quiet of
               the outpost electronic library.

                                      THE STARKILLER
                            You've done well, my son -- but I'm afraid
                            your trial has just begun.  I had hoped we
                            would have more time, time enough for you
                            to learn the ways of the Force.  But you'll
                            have to face the enemy as a warrior rather
                            than a Jedi.  When the Death Star is
                            destroyed, there will be time enough for
                            training.

               Artoo and Threepio enter the room and bow low before
               their master and his father.

                                      THE STARKILLER (CONT'D)
                            I trust your replacement parts are
                            satisfactory?

                                      THREEPIO
                            Most certainly, and your kindness is
                            greatly appreciated.

                            I feel my capacities have doubled, and if I
                            do say so, Artoo is a new unit.  I'd hardly
                            know him.

                                      THE STARKILLER
                            You have served us well, and I am releasing
                            you from further service.  You may rest and
                            enjoy your remaining years in
                            tranquillity...

                                      THREEPIO
                            If it's at all possible, sir,.and if it's
                            all the same to you...no disrespect
                            intended...we'd rather continue to serve
                            Master Luke.

                                      THE STARKILLER
                            The choice is yours.  Luke is truly
                            fortunate.  Now go and have them bring us
                            this starcaptain who was so helpful to
                            you.

                                      THREEPIO
                            I begging your pardon, sir, but might I
                            inquire after Master Deak?

                                      THE STARKILLER
                            Deak is doing fine, but the Bogan is still
                            heavy with him and it will be some time
                            before he is himself again.  Now be off
                            with you.

               They bow low and leave the room.  Antilles ushers Han
               into the office.  Antilles bows low before the
               Starkiller and his son.  Han feels quite awkward
               standing before the legendary galactic hero.  He gives
               the old man a short bow, then gives Luke a slight nod.

                                      THE STARKlLLER (CONT'D)
                            You have been of great service to us.  We
                            offer you this in gratitude.  Luke tells me
                            you have a great desire for such things.

               He hands the young starcaptain a small box containing
               many neatly minted chrome bars.  Han's mouth drops open
               in amazement.

                                      HAN
                            This must be at least seven or eight
                            million!

                                      THE STARKILLER
                            I would that I could give you more.  We
                            sorely need a man of your ability.

                                      HAN
                            I'm afraid my calling is elsewhere.  Sorry,
                            Luke, but I'm not a part of this.

               Luke bows his head and is clearly disappointed.  He
               steps forward and gives Han a gray gunbelt with a chrome
               laser sword attached.

                                      LUKE
                            Han, I want you to take this.  It was
                            fashioned by the _Bomerwrights of
                            Sullest_.  It is a special blade with great
                            power that will never fail you.  Take care,
                            my friend.

              He gives Han a hug, and the young starcaptain leaves.

                                      THE STARKILLER
                            Now, my son, tell me of Owen, Beru, and the
                            twins, and of course, little.  Leia.

         114.  EXT. SPACE AROUND FOURTH MOON OF YAVIN

               A small silver rebel ship edges close to the pirate
               starship, until the two craft link up.

         115.  INT. PIRATE STARSHIP - LOUNGE AREA

               Han and Chewbacca enter the starship and are greeted by
               Montross.  Han gives him the box of chrome bars.

                                      HAN
                            Eight million!  Eight million and we got it
                            legal.  Can you beat that?  If only Captain
                            Oxus could see us now.  He never had a haul
                            this big!

                                      MONTROSS
                            You didn't stay long.  Could you have tried
                            for more?

                                      HAN
                            That station we spotted is what destroyed
                            Ogana Major. They're going to try to stop
                            it.

                                      MONTROSS
                            Then I'd better get us going.

                                      HAN
                            Yeah, do that.

               Han has a wistful look in his eyes as Montross heads
               back to the cockpit.

         116.  INT. FOURTH MOON OF YAVIN - MASASSI OUTPOST - READY ROOM

               Chaos.  Red scramble lights are flashing.  Alert horns
               and attack buzzers create an unbelievable cacophony.
               Starpilots in a variety of different style spacesuits
               scramble out of the low concrete ready room, grabbing
               helmets and space packs as they race out the doors.

         117.  EXT. MASASSI OUTPOST - ATTACK RUNWAY

               Pilots and navigators dash in unison to a long line of
               waiting two-man starship fighters.  Around it, crews
               scurry here and there loading last minute armament and
               unlocking power couplings.  Luke, closely followed by
               Artoo and Threepio, meet Antilles in front of one of the
               sleek starships.

                                      ANTILLES
                            This one's ours.  May THE FORCE OF OTHERS
                            be with us.

               On a balcony overlooking the runway appears the dazzling
               figure of the Starkiller.  His long silver hair and
               beard cascade over his flowing white robes.  The Kiber
               Crystal glitters in his right hand.  The pilots and
               crews stop what they are doing and bow low toward the
               honored Jedi.  Luke and the robots join the others in
               the tribute.  The air warriors are a wide mix of humans
               and other creatures from the many systems in the
               Alliance.

                                      THE STARKILLER
                            Your next journey is marked by your given
                            word.

                            Do not falter, for there is no retreat from
                            this battle.  The power of the Bogan is
                            strong on the Death Star.  The Sith are
                            many, but we hold the one power mightier
                            than they: the Kiber Crystal.  It is your
                            captain and your banner.  Do not fear to go
                            where it leads.  THE FORCE IS WITH YOU.

               The pilots and crews bow and hurry to their starships.
               Luke helps Threepio lift Artoo into the ship.  PILOT
               LEADER, a rugged, handsome man in his forties, gives his
               ground crew the signal that he is starting his ion
               engine.  He has a winning smile and a distinctive scar
               along the side of his face.  His crew chief pats him on
               the back.

                                      CHIEF
                            Knock them all the way back to Alderaan.

               The canopy is closed and the powerful starship moves
               onto the runway.  Luke and Antilles settle into their
               craft as their crew looks down the armament housing.

                                      CREWMAN
                            I've got you about a thousand pounds
                            lighter.  It should help.

               He hangs a small good-luck charm inside the cockpit as
               the main canopy starts to slide closed.  Luke and
               Antilles wave back to him.  Other crewmen say goodbye to
               their pilots, some grinning, some kidding -- all with a
               great deal of hidden emotion.  The din of retro-rockets
               cuts through the uproar, and six silver starships leave
               the runway and disappear into the morning cloud cover.

         118.  INT. MASASSI OUTPOST - WAR ROOM

               The Starkiller sits quietly before a giant computer
               display of the Yavin system.  It shows the planet, moons
               and approaching Death Star.  The Grande Mouff Tarkin
               stands behind the Jedi with several other Generals.

                                      TARKIN
                            They're all away, sir.  For the first time
                            since the take-over, I feel real hope.

                                      THE STARKILLER
                            Put their com-links through the main
                            system.  Let everyone hear it.

               General Dodana approaches the group and leans over to
               the Starkiller.

                                      DODANA
                            They've made contact, sir.

         119.  EXT. SPACE AROUND FOURTH MOON OF YAVIN

               A small bright speck orbiting the huge green moon of
               Yavin sparkles in the light of the distant sun.  Six
               rebel star ships settle ominously into the foreground,
               moving swiftly toward the orbiting speck.  As the
               starships move closer, the awesome size of the
               gargantuan Imperial space fortress is revealed.
               Explosions create blinding flashes on the planet's
               surface as the Imperial fortress bombards the moon with
               a fusillade of laser bolts.

         120.  INT. LEAD STARSHIP - TRAVELING

               Pilot Leader, in the first ship, signals to his
               navigator who sits in a small isolated glass bubble to
               the rear of the craft.  The many monitors are filled
               with various computer read-outs and displays.  Over the
               com-link one of the other starpilots reports to Pilot
               Leader.

                                      BOMA SIX (INTERCOM)
                            Look at the size of that thing!

                                      PILOT LEADER
                            Cut off, Boma Six.  Stand by.  Bantha pack
                            cover to the south.  We'll try for the
                            exhaust port.  Settle in.  Here we go.

         121.  INT. LUKE'S STARSHIP - TRAVELING

               Luke adjusts the controls of the tiny starfighter and
               lowers the sunshade on his goggles.  Antilles and
               Threepio rotate around in the gun-pod.

                                      LUKE
                            Does that glare bother you?

                                      ANTILLES
                            I've got it blocked.  I'm all right.

                            I wish they'd let us try for that exhaust
                            port.

         122.  EXT. SPACE AROUND FOURTH MOON OF YAVIN - BATTLE

               Fuel pods are jettisoned.  The starship fighters break
               off into a power-dive attack on the space fortress.  A
               barrage of laser fire from the huge fortress creates a
               wall of death, through which most of the rebel craft
               miraculously emerge, undamaged.  Multiple laser bolts
               streak from the starship fighters, creating small
               explosions on the complex surface of the fort.  Antilles
               directs his fire at one of the prime power terminals.
               It explodes, generating weird electronic arcs that leap
               off the station's surface.

         123.  INT. IMPERIAL SPACE FORTRESS - MAIN STATION

               Walls buckle and cave in, sucking debris and personnel
               into the vacuum of space.  Alarm sirens scream as
               soldiers scramble to large turbo-powered laser gun
               emplacements.  Officers yell orders through the smoke
               and confusion.  Men and robots of various shapes and
               sizes run to their battle stations.  Standing in the
               middle of the chaos, a vision of calm and foreboding, is
               the evil Sith knight: Darth Vader.  Several
               astro-officers run up to him, still putting on the
               helmets and equipment.

                                      VADER
                            Get to your ships.  I'll take the lead
                            myself.

         124.  INT. FOURTH MOON OF YAVIN - MASASSI OUTPOST - WAR ROOM

               Generals and troops listen silently to the action of the
               starships over the com-link.  The Starkiller seems to be
               asleep, but no one attempts to waken him.

                                      PILOT LEADER (V.O.)
                            Boma One to Massoni Base, we're nearing the
                            north pole transmitter area.  The magnetic
                            concussion is getting very rough.  We're
                            starting our run.  Tighten it up.  Boma
                            Two, tighten it up.  Watch those towers.

                                      BOMA TWO (CHEWIE)(V.O.)
                            Heavy fire, Boss.  Twenty-three degrees.

                                      PILOT LEADER (V.O.)
                            I see it.  Pull in.  Pull in.  We're
                            picking up some interference.

                                      BOMA SIX (V.O.)
                            Wow, I've never seen such fire power.

                                      PILOT LEADER (V.O.)
                            Pull in, Boma Two.  Pull in.  Chewie, do
                            you read me?  Chewie?

                                      BOMA TWO (V.O.)
                            I'm all right, Boss.  I've got a target.
                            I'm going in to check it out.

                                      BOMA SIX (V.O.)
                            There is too much action, Chewie.  Get
                            out!

                                      PILOT LEADER (V.O.)
                            Break off, Chewie.  Acknowledge.  We've hit
                            too much interference.  Boma Six, can you
                            see Boma Two?

               The Starkiller's eyes open as the tension mounts.  He
               has not been asleep.

                                      BOMA SIX (V.O.)
                            I've lost him. There's a heavy fire zone on
                            this side.  My scanner's jammed.

                                      BOMA FIVE (V.O.)
                            He's gone.  No, wait.  There he is.  Fin
                            damage, but he's all right.

               A sigh of relief sweeps across the war room.  The
               computers flash off and then on again as the whole room
               shakes under the Death Star's bombardment of a nearby
               ridge.

                                      DEVIL FOUR (V.O.)
                            Watch your back, Boss.  Watch your back!  A
                            TIE squad above you, coming in -- about six
                            ships.

         125.  EXT. SPACE AROUND FOURTH MOON OF YAVIN - BATTLE - REBEL
               FIGHTERS (BOMA GROUP)

               Six fin winged Imperial fighters dive on Pilot Leader,
               but he does a quick spiral turn and eludes them.

                                      BOMA TWO (CHEWIE)(V.O.)
                            I found the exhaust port, Boss.  Relay
                            target six degrees south by three mark
                            two.  It's not very big -- a direct hit is
                            going to be tough.

                                      PILOT LEADER
                            I copy, Boma Two, but we have other
                            problems right now.

               Pilot Leader and Boma Four dive in unison through a
               forest of radar domes, antennae and gun towers.  They
               are followed by four Imperial TIE fighters.  The two
               rebel ships make a sharp turn and come around behind the
               Imperial ships.  Boma Four and Pilot Leader fire into
               the TIE fighters as the six ships criss-cross the
               surface of the fortress.

               Suddenly, a dense barrage of laser fire erupts from a
               protruding tower, catching Boma Four broadside.  The
               rebel spacecraft bursts into a million flaming pieces.
               Pilot Leader reacts to the loss of his wing man with a
               renewed attack on the Imperial ships -- one of which
               falls away and hits a prime power terminal, creating an
               arching spectacle.  A chain reaction is set off,
               creating a series of explosions leaping across the
               surface of the fortress from terminal to terminal.

         126.  INT. LUKE'S STARSHIP - TRAVELING

               Luke and three other speedy little fighters dart back
               and forth across the soft underbelly of the fortress,
               leaving a trail of destruction behind them.  Artoo is
               sitting on the seat-back above Threepio's shoulders.  He
               is beeping and whistling frantically.  Threepio swings
               his gun pod around and begins firing at an approaching
               Imperial TIE ship.

                                      THREEPIO
                            I see it.  I see it.  Don't confuse me, or
                            we'll be killed.  See those?  They break up
                            in little pieces, just like a GS unit under
                            pressure.

                                      ANTILLES
                            Luke, TIE fighters below us.

                                      LUKE
                            I see them.  Hang on!

               The rebel craft dives on the Imperial ships, all guns
               blasting away.  Two of the TIE craft go down in flames.

         127.  INT. IMPERIAL SPACE FORTRESS - MAIN CONTROL CENTER

               Constant explosions rock the interior of the fortress.
               Troops scurry for safety in the panic-ridden control
               center.  A Sith knight speaks to Lord Vader on the
               com-link.

                                      SITH KNIGHT
                            Yes, my Lord, the Ashla Force is strong
                            upon us.  I can't hold the panic.  How
                            could it be?

                                      VADER
                            I feel the influence of the Kiber Crystal.
                            Perhaps the Starkiller is still alive.
                            They must have brought it out of hiding at
                            last.  We must strain -- counter the
                            force.  Their attack is organized; they're
                            going for the poles.  Concentrate there.

         128.  EXT. REBEL STARSHIPS - BATTLE

               Boma Two (Chewie), a young hot-shot of about sixteen
               years, miraculously dives his ship through a virtual sea
               of laser fire and blasts the Imperial fighters into
               dust.  Chewie signals to his navigator, who lets out a
               whooping cheer as the craft veers into a victory roll.

                                      PILOT LEADER
                            Great moves, Chewie.  Regroup at point
                            two-four.  Let's go in for that exhaust
                            port.  Coincide, Boma Six.

               Boma Five and Boma Three bob and weave in formation
               toward a group of giant towers at the north pole.

                                      PILOT LEADER (CONT'D)
                            I see it.  It looks good.

                                      BOMA THREE
                            I've got it.  We're hit!  We're hit!

                                      PILOT LEADER
                            Eject...Eject.  Boma Three, do
                            you                ( read?

                                      BOMA THREE
                            I'm all right.  I can hold it.  Give me a
                            little room, Boma Five.  Watch it!  Watch
                            it!

               Boma Three wobbles a little, then drops away sharply,
               plowing into a huge laser gun emplacement, causing a
               hideous series of chain reaction explosions.  The four
               remaining starships of the Boma group fly in a tight
               formation and dive between the tall towers near the
               exhaust port.

                                      PILOT LEADER
                            Masassi Base, we're in position and
                            starting for the target.  Chewie, hold your
                            fire until we're within point zero five
                            four.  Make it count.

               Several ack-ack lasers begin to open fire on the
               approaching spacecraft.  The rebel ships direct their
               fire at a small, glowing blue hole at the base of one of
               the towers.  Boma Five explodes, quickly followed by
               Boma Four.

                                      BOMA TWO (CHEWIE)
                            I'm on it.

               Boma Two dives directly at the small target, is unable
               to pull out and crashes into the base of one of the
               towers.  Pilot Leader dives between the towers, firing
               away, but is unable to hit the small hole.

                                      PILOT LEADER
                            It's too small.  It's impossible.  All
                            ships hit.  Send in Bantha group.  I'll try
                            to make it.

               One of the two large engines on Pilot Leader's fighter
               explodes.  He careens wildly, leaving an erratic trail
               of smoke before eventually crashing into a solar panel.

         129.  INT. FOURTH MOON OF YAVIN - MASSONI OUTPOST - WAR ROOM

               On the large computer display board, several of the
               markers indicating rebel fighters go dark.  General
               Dodana approaches the Starkiller in a hurry.

                                      DODONA
                            Eighty-five percent of our craft have been
                            destroyed.  The probability projection
                            shows little hope.

                            Retreat is possible at this time, but not
                            for long.

               Zavos steps forward in a panic.

                                      ZAVOS
                            It's just like Ogana Major.  Twice we have
                            listened to this old man, and twice it has
                            led to our ruin.  We must surrender before
                            we're all destroyed, while there is still
                            time.

               The Starkiller gives Zavos a hard look and the cowardly
               General shakes as if a cold wind had chilled him to his
               heart.

                                      THE STARKILLER
                            There will be no surrender.  There will be
                            no retreat.  This was settled.  The force
                            is still with us.

               The General's eyes turn back to the big board as two
               more symbols disappear.  The four that are left are
               flying in formation toward the north pole exhaust port.

                                      DODONA
                            There are only four left.

         130.  EXT. LUKE'S STARSHIP - BATTLE

               Luke swings the small craft around the many outcroppings
               of laser towers and transmitters.

                                      LUKE
                            We'll follow you in Banta One.

                                      BANTA ONE
                            Ship response through here is gone.  Don't
                            try anything fancy.

                                      LUKE
                            Antilles, Threepio, as soon as you've got
                            the target, open up.

               The fortress gun emplacements fire away, hitting Banta
               Three.  It disintegrates, leaving a trail of flaming
               particles.  The three remaining craft continue the
               assault.  Luke and Antilles watch the remains of Banta
               Three disappear.

                                      BANTA  ONE
                            This is it.  Make it count.

               The rebel craft blast away at the exhaust port, but all
               miss.

                                      THREEPIO
                            Sir, I think if you pitched the ship about
                            twelve degrees on the final approach, we
                            could clear the port rim.  It seems to be
                            diagonal, which is why we're off target.

                                      ANTILLES
                            I think you're right.  Luke, tell Banta One
                            when we make our next pass.

                                      LUKE
                            Banta One, this is Banta Two...

         131.  EXT. IMPERIAL SPACE FORTRESS

               Lord Vader and two other Imperial ships wait for the
               rebel craft to emerge from the smoke and confusion of
               the exhaust port area.

                                      VADER
                            We'll take what's left when they start
                            their second run.  Prepare the scan ships
                            for low altitude survey.  The Kiber Crystal
                            will be ours if it's still down there.
                            Stand by...Here they come.

         132.  EXT. BATTLE

               The three rebel starships bank and prepare for a second
               attack on the exhaust port.  Suddenly, streaking down
               from above them, the Imperial TIE craft blaze away with
               all their laser cannons.

               Banta Four instantly bursts into flames, then
               disintegrates.  Banta One's tail section is hit, and the
               ship pinwheels toward the planet.  Blood covers
               Antilles' face.  Luke struggles to keep control of the
               ship.  Artoo is whistling wildly as Threepio swings the
               gun turret around to fire at the enemy craft.

                                      LUKE
                            Antilles!

                                      ANTILLES
                            The turret's shattered.  But both hatches
                            are sealed.  I can hold out.  Just get us
                            back down there.

                                      LUKE
                            Well, it looks like we're it.

               The tiny rebel fighter dives toward the exhaust port,
               but is cut off and forced to turn away from Vader's
               ship.

                                      VADER
                            This is the last one.  Here's where the
                            rebellion ends.

               The three Imperial craft dive on the lone rebel
               starfighter.  Laser bolts streak past the small craft on
               all sides.  Vader moves close in behind Luke's ship.

                                      THREEPIO
                            Where did he go?   I can't see him.

                                      ANTILLES
                            He's back there somewhere.  Luke, bank a
                            little...See him now?

               Vader signals his wing men to back off.

                                      VADER
                            I've got him.  Return to base.

               Suddenly, Vader's wing man explodes into a shower of
               burning fragments.  Vader is surprised and looks around
               for the cause of his wing man's misfortune.

                                      VADER (CONT'D)
                            SR-2, do you see anything?  What did he
                            hit?
                            1

               Before SR-2 can answer, he too is blasted out of orbit.
               Vader quickly veers off and takes defensive maneuvers.
               Above and behind the Imperial fighters the old familiar
               pirate starship descends into view.

         133.  INT. PIRATE STARSHIP - COCKPIT - TRAVELING

               Han grins at Montross and speaks into the com-link.

                                      HAN
                            I heard you were having some problems,
                            Banta Two.

                                      LUKE (V.O.)
                            I don't know what brought you back, but I'm
                            sure glad you're here.

                                      HAN
                            I'll cover you.  If you're going in there
                            after something, you'd better get going.

         134.  EXT. BATTLE

               Luke dives the tiny ship once again into the wall of
               laser fire around the exhaust port.  The pirate ship
               follows a short distance behind, but begins to bounce
               about as it nears the generating tower.

                                      MONTROSS
                            There is a terrible magnetic crossfield
                            down here.  This thing's too big.  We'll
                            never make it.

                                      LUKE
                            Hold tight.  We're almost there.

               Vader's starship swoops down on the battered pirate
               ship, unleashing a heavy barrage of laser bolts.
               Chewbacca in the rear gun turret blazes away at the Sith
               starship. One of Vader's huge solar fins breaks up, but
               the Black Knight manages to keep the disabled craft on
               course and crash dives into the pirate craft, exploding
               on impact.

                                      HAN
                            We're hit.  You're on your own, Luke.

         135.  INT. PIRATE STARSHIP

               Han and Montross work their way through the damaged
               ship, looking for a usable life pod.  Chewbacca appears
               at the end of a hallway and yells at Han to follow him.

         136.  INT. LUKE'S STARSHIP

               Luke dives past the towers and approaches the exhaust
               port.

                                      LUKE
                            I'm starting the bank.  Let her have it.

               The ship skims the surface of the Death Star, blasting a
               thin path across its surface.  As they pass the exhaust
               port, both Threepio and Antilles get several shots
               directly down the exhaust shaft.

                                      THREEPIO
                            We hit it.  We hit it; perfect, if I do say
                            so myself.

                                        ANTILLES
                            Pull out of here, Luke.

         137.  EXT. BATTLE

               The small craft veers sharply away from the Death Star
               as ominous rumbles and explosions can be heard coming
               from within the huge super fortress.  The rebel ship
               speeds past the small lifepod from the pirate ship as it
               slowly drifts toward the green calm of Yavin's Fourth
               Moon.  Han, Montross and the furry Chewbacca watch the
               ominous fortress grow smaller as they drift further and
               further away.  Suddenly, a great flash replaces the
               fortress and rubble streaks past the lifepod and lone
               rebel starship.  Several giant explosions follow, until
               there is only a smoke cloud where the mighty fortress
               once orbited Yavin's Fourth Moon.

                                                           DISSOLVE
                                                           TO:

         138.  EXT. FOURTH MOON OF YAVIN - MASASSI OUTPOST

               Luke climbs out of the starship as a ground crew help
               the wounded Antilles from the shattered gun turret.
               Artoo is helped down by Threepio.  Antilles gives Luke a
               big grin.  Luke slaps Threepio on the back.  He then
               spots Han, Montross and Chewbacca riding up in a
               transport speeder.  Luke runs up and hugs the Corellian
               pirates.  They all laugh and cheer.

               The white-robed Starkiller approaches the group,
               followed by a hundred aides, troops, ground crews, and
               Generals.

               Antilles and the robots join Han, Luke and the others.
               As the Starkiller approaches, they all bow low,
               including Chewbacca and the robots.

                                      THE STARKILLER
                            Your achievement will be sung through the
                            ages.  The Kiber Crystal has stopped the
                            onslaught of the Bogan forces so that brave
                            warriors can once again show their
                            merit...The revolution has begun.

               A ROLL-UP TITLE appears:

                         ...And a thousand new systems joined the
                         rebellion, causing a significant crack in the
                         great wall of the powerful Galactic Empire.
                         The Starkiller would once again spark fear in
                         the hearts of the Sith knights, but not before
                         his sons were put to many tests...the most
                         daring of which was the kidnapping of the Lars
                         family, and the perilous search for:

                                   "The Princess of Ondos."

                                                           FADE OUT:

                                                           END
                                                           CREDITS.


                                    THE

                                    END

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