Stuff I Grew Up With/Franchises: Star Wars. The Empire Strikes Back (Episode V: The Empire Strikes Back) (1980)

As I said in my introduction, The Empire Strikes Back was the first Star Wars movie I ever really watched and even though I only saw the second half of it, it had enough of an impact on me that I decided to stick around and watch the entirety of Return of the Jedi when it came on afterward. Even before I became really acquainted with Star Wars, I had a feeling that this was a pretty popular entry. When I was a kid, every Monday my dad and I would go to the local VHS rental store and I would rent either a movie or a video game. While Dad would be doing the paperwork, I would walk around the various sections of the shop and look at the video boxes on display. The shop let you know what was rented and what wasn't with these pins underneath the boxes: a red one meant the item had been rented and a green one meant that it wasn't. Every time I went into the science fiction section, The Empire Strikes Back always had a red pin underneath it, so that made me think, "That one must be a good one." And I was right. After I became a fan of the trilogy, it didn't take me long to realize that The Empire Strikes Back was the one I always looked forward to watching the most, so much so that, while at first I would watch the entire trilogy in order, it eventually got the point where I would just watch this movie and not even touch the other two. As you probably already know, I do agree with the general consensus that this is the best entry in the saga. It not only does everything that a good sequel should, it does so in a downright masterful fashion: it's darker and more dramatic, delves into the characters more, has even better and more spectacular action sequences and special effects, and advances the story forward as well as one could hope, namely with the most startling and well-known revelation in the series.

After the hard time he had directing the original Star Wars, George Lucas decided to take a more hands-off approach to the sequel and mainly act as executive producer as well as raise the money for the film and oversee the effects work at ILM. He also hired two other screenwriters, Lawrence Kasdan (who had worked on a draft of the screenplay for Raiders of the Lost Ark) and Leigh Brackett to write the screenplay from his original story. To direct the movie, he chose one of his teachers at USC, Irvin Kershner, who, along with the screenwriters, is the reason why this film is much deeper, darker, and more complex than its predecessor. Kershner's own earlier works were quirky, independent films that had a lot of character depth and development to them and he was willing to go into places that Lucas wasn't, which ultimately didn't sit all that well the very controlling and, for lack of a better term, obsessive-compulsive Lucas. Despite how well-regarded this film is, Kershner never had a success like The Empire Strikes Back afterward. He went on to direct the unofficial Bond movie Never Say Never Again (which did well but isn't that well-regarded by many people), an HBO film with John Lithgow called Traveling Man, and the disappointing RoboCop 2, which ultimately ended his theatrical directing career. He also acted a little bit in films like The Last Temptation of Christ and On Deadly Ground. While it is disappointing that his directing career didn't become as big as it should have, we're still lucky that Lucas was smart enough to giving the film's reigns to some people who were much more adept at character and story than he was because the end result is an awesome flick. If only he had kept that mindset with the prequels.

The arc of the trilogy's main characters continues with this film, with Luke being far removed from the innocent farm boy he was in the original movie here. He's now the commander of the Rebel Alliance's Rogue Squadron and a beloved and valued member of the Alliance in general who, in the movie's opening crawl, is said to have led them to the planet Hoth to establish their new base after the Empire's relentlessness chased them out of their old one. Performance-wise, you can really see the maturity that Mark Hamill is bringing to Luke here. When the Rebel base is being attacked by the Empire, Luke's firm leadership skills are displayed when he leads Rogue Squadron's charge with the snowspeeders, having them use their tow cables to destroy the AT-AT walkers since the walkers' armor isn't even dented by their blasters. He even manages to bring down one walker single-handedly by attaching himself to its underside, slicing a hole open with his lightsaber, and throwing a grenade inside. He's come a long way from the rookie who was a small, albeit valuable, part of the desperate attack on the Death Star. The theme with his clothes is still running here as well. When he's not wearing his Rogue Squadron uniform, he's in a gray-green suit that is much more appropriate for battle than the white farmer's outfit he wore for the majority of the original film. And due to the simple fact of Hamill being three years older (as well as the reconstructive surgery he needed after the accident he got caught up in), Luke also simply looks more mature in his face now. He's also still determined to become a Jedi Knight. When he sees the spirit of Obi-Wan Kenobi after he escapes from the wampa, he could have easily passed it off as a delusion caused by the cold but, from what Obi-Wan told him about the Force previously and what he himself has experienced, he now has enough faith in it to follow his former master's instructions to go learn from Yoda. But, as much as he's grown since the original film, Luke still has anger and impatience problems, making Yoda initially reluctant to train him since his anger reminds him of his father and, as we learn, that's very dangerous for him with the temptation of the Dark Side constantly looming. On top of that, Luke finds his Jedi training from Yoda to be very grueling and demanding and he can't help but feel like the task is too much for him at points. Eventually, though, when Yoda tells him that he is causing himself to fail, he continues his training and manages to gain a fair amount of Jedi power, including telekinesis, enhanced physical strength and reflexes, and telepathy, the latter of which he uses to contact Leia when he needs help. But his new precognitive skills cause him to see a vision of his friends being tortured, causing him to drop everything and use what little power in the Force he now has to go and help them. Speaking of which, there's one small moment in this movie that I've never understood: how was Luke able to use the Force to make his lightsaber come to his hand when he was hanging upside down in the wampa's cave. I guess you could say that it was from what Obi-Wan taught him in the original film but we don't see him learn to move stuff with the Force until he trains with Yoda later on, not to mention that was a pretty advanced technique that he just barely managed to pull of judging from how he was struggling with it. That seems to be the only jarring plothole in the entire film to me and it's a fairly sized one too.

Luke's continuing journey towards becoming a Jedi Knight and, at the same time, true  adulthood, is what I really like about his character in this film. As I said, even though he's more mature and has become a natural leader by now, his anger and impatience could have dangerous consequences for him, which is shown to him in a very literal sense when he fails a test in his training inside a cave that Yoda says is filled with the power of the Dark Side. When I first saw the movie, I thought the Darth Vader he encounters in there was a robot but it's actually an apparition that the Dark Side brings forward to challenge him. Instead of remaining calm, Luke gives in to his fear and anger, beheading the apparition, and after the head falls off, the mask blows open to reveal a vision of Luke's own face. The message can't be made any more clear than that. This is tested even more so when Luke gets that vision of his friends being tortured and becomes determined to go help them. Luke is sure that they're going to die if he doesn't help them, despite Obi-Wan telling him that even Yoda, as strong with the Force as he is, can't see what will happen, and ultimately must choose whether to intervene or let the future take care of itself, with Yoda saying that he would be dishonoring what they are suffering for if he chooses the former. Moreover, Obi-Wan and Yoda don't want Luke to go because his fear will make it easier for Vader to turn him to the Dark Side, which is why Obi-Wan gives Luke the strict warning, "Don't give in to hate. That leads to the Dark Side," when he finally does leave. When he confronts Darth Vader, Luke manages to hold his own despite having learned very little about the Force at this point, with even Vader being impressed, saying that he's learned to control his fear. However, his minute skills can't hold Vader off forever and he does lose the battle, with his right hand being sliced off. He also loses any innocence he had remaining because he learns the horrible truth about his father and now truly knows what Obi-Wan and Yoda meant when they warned him about the seductive power of the Dark Side and why they were so reluctant to let him face Vader. He's also shocked that Obi-Wan didn't tell him the truth about his father all along, compounding his inner anguish. Luke comes out of the battle, and the film as a whole, scarred and devastated but, in the end, wiser, as what often happens to everyone towards our own journey to adulthood.

Han Solo and Princess Leia have also changed considerably. Han is no longer the cynical smuggler who only cared about himself that he was originally but is now a true member of the Rebel Alliance; however, he still has to pay off Jabba the Hutt if he wants to stay alive so he plans to leave Hoth in order to do so, much to Leia's chagrin. But, despite that, he proves that he's now as loyal a friend to Luke as he can get because he drops his plan to leave in order to rescue Luke when he discovers that he hasn't returned to the base and the temperature is falling rapidly outside as night approaches. He's the only reason that Luke manages to make it back to the base alive and does what he can to keep Luke alive, opening up his dead tauntaun with Luke's lightsaber and putting Luke inside. Han still tries to leave after he and Luke are brought back to the base but he's prevented again when the Empire attacks and he has to get Leia off the planet when the path to her escape ship is blocked during the battle. As for Leia, like I said in my review of the original film, I think that Carrie Fisher plays her much better here than she did previously. For one, she dropped that distracting accent as well as those stupid hair-buns in favor of a less ridiculous hairstyle. Other than that, the character is pretty much the same: determined to stop the Empire as she ever was and a sassy, independent-minded woman. To that end, she tends to refuse Han's help, even when she really needs it, making him force her to come with him and is still snobbish towards the Millennium Falcon, often very dubious about its ability to get them out of danger. She also constantly criticizes Han's actions, not liking how arrogant he is sometimes and at one point says, "One of these days you're going to be wrong and I hope I'm there to see it." She comes to regret that statement when they get into danger in the asteroid field, saying she takes it back when Han says, "You wanted to be around when I made a mistake, this might be it, sweetheart." Their constant arguing, however, never becomes annoying to listen to but rather manages to stay enjoyably fun because we know that, deep down, they do love each other, which is the biggest step forward for both of them in the film. From the beginning, they're having lovers' spats: Leia is upset that Han is leaving but she's too proud to admit that it's because she loves him, instead saying it's because he's a great, natural leader, much to Han's annoyance. Han suspects that she has a thing for him and, irritated that she won't admit it, tries to entice her to kiss him early on. But when she says she'd rather kiss a wookie, he angrily says, "I can arrange that. You could use a good kiss!" He's even more stunned when, after he teases her about it, Leia kisses Luke right in front of him. It was hinted at in the first movie that there was going to be a love triangle between the three of them but this is as far as it goes (which is good, considering what we find out about Luke and Leia in the next one). After a lot of bickering, they finally do admit their feelings for one another when they're forced to hid inside of a gigantic, hollow asteroid after the Falcon is damaged and even though they still have their spats here and there, they're clearly a couple now. When they're in Cloud City, Leia says to Han that once they've left the city, "Then you're as good as gone, right?" Maybe it's just me but I don't think Han intends to leave her anymore. In fact, I don't think he's even thought of it lately until she brought it back up, judging from how he reacts to her saying that.

The idea of Han and Leia being tortured is quite upsetting. While we don't see what they did to Leia, we get a glimpse of what they put Han through, strapping him to this mechanism that leans him toward this slab that has a bunch of sharp points on it, one of which actually throws off sparks, and while we're not exactly sure what it did to Han, judging from his tortured screams that we hear from outside the room, it was horrific and extremely painful. After they're tortured, we get by far the best moment between Han and Leia, as well as one of the best scenes in the movie period when Han is frozen in carbonite. Chewie tries to stop the storm-troopers from putting him but Han calls him off, telling him that he must think about Leia now, that they can save him later, which shows how much Han has grown as a character. And even though we already knew about Han and Leia's romance, this scene erases any remaining doubt in the most awesome way imaginable, with that simple exchange: "I love you." "I know." As Irvin Kershner himself said, that is Han Solo. That's how a badass like him admits his feelings. The actual freezing of Han is a fairly horrific scene in and of itself, with the impression of his frozen body in the block of carbonite being a powerful image in particular. I can fully believe the rumors that kids cried in the theaters when that happened and the fact that they don't save Han at the end must have upset them even more so. Hopefully their parents assured them that there would be another movie and that Han would more than likely be saved.

Let's talk about Chewbacca's role in this film. While the character is still very much the same (Han's co-pilot as well as his best buddy), as I said before, I like him much better here. This is where I think he becomes the big teddy bear character that we all know and love, now not only fiercely protective of Han but Luke and Leia as well. I always smile when Luke says goodbye to Chewie on the Hoth base and Chewie gives him a big hug from behind (that's such a great contrast to him snarling at Luke in the previous film). That said, he's still not a creature to be messed with, given how he tries to strangle Lando Calrissian for what he did to Han once his hands are uncuffed. He also seems to genuinely talk to and interact with the other characters more here. For instance, when they're experiencing resistance when they try to enter Cloud City, Chewie barks something at Han and, referring to Lando, he says, "Well, that was a long time ago. I'm sure he's forgotten about that by now." The look on Leia's face says it all: "What did you do?" We never find out what it was but we can guess. I also like the moment when Lando betrays them and Chewie howls somberly at him, which I feel sums up everyone's feelings about it nicely. And I love when they escape from Cloud City aboard the Millennium Falcon and, when the hyperdrive mechanism doesn't respond, Chewie and Leia look at each other like, "You've got to be kidding me!" and then, Chewie especially, get irritated at Lando. C-3PO gets on Chewie's nerves just as much as he does Han's. There's a point during the escape from Hoth where a blast causes 3PO to fall on top of Chewie and the annoyed growl that he makes always cracks me up. I also laugh when 3PO yells, "Captain Solo, this time you have gone too far!" and Chewie angrily barks at him, to which 3PO responds, "Now I will not be quiet, Chewbacca! Why doesn't anybody listen to me?" Even though Chewie is a good co-pilot, he proves throughout this film to not be that good of a mechanic. At the beginning of the movie, Han realizes that Chewie messed up the circuitry of the Millennium Falcon and now they have to repair it. From then on, Chewie is constantly messing things up, apparently putting two things in the wrong positions at one point and doing something that causes the Falcon to spout smoke when Han tries to turn it on. Later when he's trying to fix something, he gets so annoyed that he smacks it with the tool he's using! You also have to love when he brings Han a toolbox, leaves it on the edge of the opening that Han is under, and when the Falcon is hit, the box fall son Han. That's freaking great! And I really feel bad for poor 3PO when he gets blasted to pieces and Chewie tries to fix him but puts him together backwards and later has to carry him around on his back, constantly bashing him against things and putting him right in the line of the storm-troopers' laser fire (it is funny as hell, though). If I have a complaint against Chewie in this movie, it's that his howling and roaring does grate on me after a while. It could be because he's in it much more this time but, by the time we get to the point where he's being tortured at Cloud City by those loud noises, I'm usually like, "God, shut up already!" Other than that, though, Chewie is one of my favorite parts of the movie.

I'm pretty sure that to this day, a lot of people despise Lando Calrissian for betraying Han and turning him over to Darth Vader, even though he does redeem himself in Return of the Jedi. Personally, I've never hated Lando even in this film. Yes, he betrayed his best friend and allowed him to be frozen in carbonite but he had no choice. Vader forced him to help trap Han and Leia and promised him that if he did so, the Empire wouldn't take over Cloud City. Let's also not forget that Lando immediately regrets the deal when Vader tortures Han and then has him frozen and handed him over to Boba Fett, something that was never part of the deal. And when Vader tells him to take Leia to his ship, going back on what he said earlier about her remaining at the city, Lando, realizing that he cannot trust Vader and that the Empire will more than likely take over Cloud City anyway, helps Leia and Chewie escape Vader's troops and aids them in their vain attempt to save Han. He also tells the citizens of Cloud City that they must evacuate before more Imperial troops arrive, showing that, when it's all said and done, he is an honorable man and genuinely cares about the civilians of his city. On top of everything else, I don't know how you could hate Billy Dee Williams. He's so suave, cool, and charming as Lando and the sincerity he displays when he realizes his mistake should be more than enough to endear him to you despite what he did.

While C-3PO and R2-D2 were together for the entirety of the original film and acted as a comedy duo, here they're split up for more than half of the entire movie, which I actually think them helps build and improve their respective characters, especially 3PO. I will say right now that this is my favorite performance by Anthony Daniels as 3PO. He's great in Return of the Jedi as well but to me, the stuff that he does and gets caught up in here is just gold. First off, I think we all knew from the first movie that 3PO talked too much but this one proves it beyond a shadow of a doubt. He annoys everybody he's stuck with, especially Han, to no end, constantly yammering on about what they should do or the odds of their success, even when it's not the best time for his advice. I should find him annoying because of that but I absolutely love him. God bless him, he's only following his programming and wants to be as helpful as possible but ends up getting in the way more often than not (I think we all know somebody in our lives like that). The interactions between him and Han are especially priceless, like when he tells Han the odds of surviving flying into an asteroid field and Han says, "Never tell me the odds," or when he tries to tell Han something at one point and Han gives him a look that shuts him up real quick. Even Leia, who's normally patient with him, tells him to shut up at one point and actually turns him off one time when he won't stop jabbering. 3PO's prissiness is also increased substantially here but, really, you can't blame him. He's a protocol droid and not at all used to the crap he has to go through in this story. I know if I was aboard that ship, I'd be yelling too when Han flew into the asteroid field, especially when he starts flying close to the larger asteroids. I also crack up when one of the mynocks flies across the window he's behind in the Falcon and he yells, "Go away, go away! Beastly thing! Shoo! Shoo!" Another bit that makes me smile is when he tries to communicate with the Millennium Falcon and tells Han that his ship has the most peculiar dialect. (What, machines that don't have a consciousness like droids can communicate? Moreover, they have their own dialects? I guess they must because 3PO even tells R2 that he should know better than to trust a strange computer.) All of this is to say nothing of the sheer physical abuse poor 3PO goes through in this movie. He gets blasted to pieces by a storm-trooper, his parts would have been melted down if Chewie hadn't saved them, he initially gets his head put on backwards by Chewie, and has to be carried around on Chewie's back for the majority of the movie's remainder and, as a result, gets bashed around like crazy. Again, poor 3PO but hey, your pain is entertaining as hell.

R2-D2 may be more competent than C-3PO but, at the same time, he reveals himself to be a bit of a worrywart as well as quite stubborn, the latter being expanded upon from what we could sense in the original film. When he and Luke are flying to Dagobah, R2 is nervous about their eventual destination, asking Luke if the planet is safe for droids, and his stubbornness is shown in a little fight he has with Yoda when he tries to get Luke's lamp back from him and Luke has to be really firm with him to make him quit. While he doesn't take as much abuse in this film as his buddy, he does get into some hijinks as well. Upon arrival, he falls into the swamp, gets swallowed by a large creature in the water, and gets spat across a great difference. He's not damaged but he's caked with slime and even spits some gunk out of his insides. He's Force-lifted by Luke at one point... and then dropped when Luke's concentration is broken. While all that stuff is funny, I like R2 best when he's interacting with 3PO. For instance, the first time you see them, they're arguing because R2 apparently caused some havoc by turning on the heater in a room in the Hoth ice base, thereby soaking Leia's clothes! There's also some great banter between them when they're reunited in Cloud City, particularly when R2 tries to hack into something upon 3PO's insistence but gets fried. When R2 protests, 3PO says, "Well don't blame me. I'm an interpreter. I'm not supposed to know a power socket from a computer terminal." And another hilarious moment is when R2 is trying to finish the repairs to 3PO aboard the Millennium Falcon and he does something wrong when attaching 3PO's foot. 3PO yells, "Ow! Pay attention to what you're doing!" and R2 makes that irritated noise that sounds like flatulence to me, which I can't help but smirk at. In case you can't tell by this point, I love 3PO and R2, but while 3PO is great even on his own, I think that R2, due to his inability to talk, is best when paired up with 3PO.

The original Star Wars introduced us to a whole slew of iconic characters and The Empire Strikes Back manages to introduce us to another one: the wise, old Jedi Master, Yoda. What's great about him in retrospect, though, is how audiences in 1980 couldn't have had any idea who he was when he was introduced. While we know that Luke is looking for Yoda when he arrives on Dagobah, when we first meet this little guy there's no indication at all that he is a Jedi Master and it probably wouldn't even cross our minds. It's similar to what would happen with Mr. Miyagi in The Karate Kid: no one was expecting this old man to be a skilled expert at martial arts. When Luke first meets Yoda, he finds him to be an annoying little creature who's tagging along with him and wasting his time by forcing him to eat at his small house. We then find out that Yoda was simply testing Luke's patience, which he did not pass because he lost his temper and, as a result, he's reluctant to teach Luke. It's Obi-Wan's spirit who must change his mind by telling him that Luke will learn patience. In fact, we then learn that Yoda isn't too impressed with Luke in any aspect. He says that Luke is reckless and doesn't care for how all he's thought about his entire life is getting away from Tatooine, never focusing on his life and letting it takes its own course, saying that a Jedi does not crave adventure or excitement. He also makes the excuse that Luke is too old to begin the Jedi training and even when Luke assures Yoda that he isn't afraid, Yoda says, "You will be." But, despite being a crotchety old man who doesn't see any hope in a young, reckless whippersnapper like Luke, he reluctantly agrees to train him. Even though Luke suffers a setback due to his failure at the Dark Side cave and being unable to use the Force in order to get his X-Wing out of the swamp, I think Yoda is secretly impressed that Luke is starting to learn. But his hopes are a bit dashed when Luke rushes off to save his friends, with both him and Obi-Wan being worried that his recklessness and fear will lead him to the Dark Side. Regardless, Yoda feels that there would be hope even if Luke does turn or is killed because when Obi-Wan says that Luke is their last chance, Yoda says, "No, there is another," an allusion to Leia, who had not yet been revealed to be part of the Skywalker family. On top of being a great character, Yoda is an amazing accomplishment in special effects technology. He may be a puppet but there's so much life and character brought to him by Frank Oz and the other puppeteers that you buy him completely as a living creature. It also shows what a great actor Mark Hamill is in that he has so many scenes with only a puppet and R2-D2 (he can't exactly interact with Kenny Baker either) and yet, he's able to fully convince you that he is talking to and being taught by Yoda.

Alec Guinness may have despised Star Wars and the character of Obi-Wan Kenobi but he didn't want George Lucas' film series to be ruined just because of him, so he agreed to return in the other two films as Obi-Wan's Force spirit. Some may say that he doesn't do much in the other two films but I think he does more than people give him credit for. Here, he's the one who sends Luke to train with Yoda to become a Jedi since he himself can't teach him now and is also instrumental in getting Yoda to agree to train Luke when he wasn't at all willing to do so due to his pessimism about Luke's ability to become a Jedi. Finally, when Luke is leaving to save his friends, Obi-Wan helps Yoda warn Luke about the danger he's facing in taking this course of action. Of course, when Luke has made up his mind to go, Obi-Wan, desperate not to lose another pupil to the Dark Side, tells Luke not to give into his hatred. He also tells Luke that if he chooses to face Darth Vader, it will have to be between the two of them. Some may see that, as well as his not doing anything to help Luke after the battle, to be cruel but I think Obi-Wan feels that this is Luke's fight, it's his decision, and he must do this himself in order to truly become both a Jedi and a man. It makes him feel quite important to the film, don't you think?

I've always felt that Darth Vader is even more badass and frightening in this film than he was originally. As I said, I feel that in the original film,Vader was more of a brute in his methods and the way he talked was very direct, quick, and to the point. That's not bad but I feel that here, Dave Prowse and James Earl Jones came up with a much better and more powerful interpretation of the character. Jones' voice performance here is much more icily cool and calm, which I think makes Vader all the more imposing than the way he yelled at times in the original. He never raises his voice here but the way he talks still radiates extreme power and evil calculation. The way Prowse physically played him here radiates extreme confidence as well. Vader's introductory scene is just awesome, with how he's standing at that big window on the Star Destroyer's bridge with his hands behind his back, watching his ships as that Imperial March plays. He also walks with a real swagger here as well and I like how, when he fights Luke, he holds his lightsaber with one hand at the beginning, as if he's so confident at how powerful he is that he doesn't need to hold it with both hands. You also get a greater sense of the cold fear that he strikes in the hearts of even his own men right from the first scene with him. When he overhears two of his high ranking officers talking about the possible location of the Rebel base, he walks over to them and as he does, the men working at the computers below him look up at him with looks of absolute terror on their face. You can also see both the fear and disgust on Admiral Piett's face when he gets a look at the back of Vader's head and on Captain Needa's face when he realizes that he must tell Vader that he's lost the Millennium Falcon. But I think the best example of it comes at the end of the film when the Millennium Falcon escapes at the very last minute because you could have heard a pin drop in that control room after that happens. Everybody is just waiting for Vader to vent his wrath out on them and they must have all pissed themselves when he just calmly walks out of the room without saying a word. And they have good reason to fear him. In the first film, you saw that he doesn't have to touch you to kill you; well here, you see that you don't even have to be in the same room or even on the same ship with him! When he learns that Admiral Ozzel messed up, he brings him up on a viewscreen and chokes him to death right beside Captain Piett. He's even giving Piett orders while he's killing Ozzel! If that's not a reason to fear displeasing this guy, I don't know what is.

As bad-ass and frightening as he is, you also discover in this film that there is indeed a real person behind Vader's armor, the most obvious and shocking example being when you find out that he is Luke's father. I don't think people nowadays realize just how powerful and significant that revelation is: it makes Vader all the more dark and complex. All this time, Luke thought he was fighting the man who killed his father and he was very firm during the fight but when he discovers that Vader is his father turned to the Dark Side, he's absolutely horrified. What's even more horrifying, though, is the notion that Vader has been actively trying to corrupt his own son, going so far as to lop off his hand and torture his friends in order to do so. But it seems that Vader, somewhere along the line, decided to turn Luke to the Dark Side not for the Emperor but for himself. His original plan was to freeze Luke in carbonite and take him to the Emperor but, after Luke shows just how skilled he has become, he reveals to Luke that he's his father, which he probably wasn't planning to do originally, and tells him that he can destroy the Emperor and they could rule the galaxy together. In fact, it's revealed later in Episode III that Anakin said basically the same thing to Padme. When taking both that film and this one into context, it seems to suggest that Vader doesn't like being a slave to the Emperor and while he relishes the power of the Dark Side, he wants to share it with a loved one so as not to lose that connection to them. He's lost his wife because she refused to turn but now, he has a chance to be with his son and doesn't want to lose him for the same reason. I realize that I'm probably looking into this more than I should, especially within the context of Episode III since that movie wasn't even a thought when this was originally filmed, but it is interesting to think about and it shows more of Vader's humanity than you originally thought was there. (Too bad Anakin's being responsible for Padme's death in Episode III kind of derails it but we'll cross that bridge when we come to it.)

Besides the revelation of his true identity, we also get our first glimpse of the scarred man beneath Darth Vader's armor. It's only for a brief second and it's from behind but we see enough to learn that it's not a pretty sight. Also, we get a subtle hint that that chamber we Vader sitting in throughout the movie is probably the only place where he can breath without his mask since we see the mask being lowered onto his head in there and it's also possibly where he eats. It's not explicit but it's a clue to what Vader's existence is like when he's not intimidating his men and giving orders: he's trapped in his own personal hell, i.e. the suit, and that chamber is the only place where he can escape it, if only briefly. Makes that cool suit look not so glamorous, doesn't it? Finally, we also see the only person in the universe that Vader himself actually fears: the Emperor. When he's told that the Emperor wishes to speak to him, he orders his Star Destroyer to be moved out of the asteroid field so the message can be as clear as possible, and when he talks to the Emperor, Vader gets down on his knees and then looks up at the image, saying in a kind of meek tone, "What is thy bidding, my master?" Just from the way he talks and gestures to the Emperor, you can see the rare visage of Vader being humbled and fearful.

Boba Fett (Jeremy Bulloch)... that's pretty much all I can say about him. He's a character that got a lot of popularity and I don't understand why at all. You may ask, "Do I hate him?" No, because there's nothing to hate. He does nothing. He looks cool and the design of his suit is iconic but that's all he has going for him. He just stands around, talks about how Han is worth more to him alive than dead, and takes him to Jabba the Hutt. The only thing he did of any real note here is that he followed the Millennium Falcon and was probably the one who told Vader that they were heading to Cloud City. That's it. I just don't get why he got so damn popular for doing nothing significant in either of the films he was in. In fact, you would think that his first official appearance having been in the notorious Star Wars Holiday Special would have kept Lucas from involving him in the actual movies to begin with but, surprisingly, he's become almost as iconic to Star Wars as the other characters, appearing in comic books, video games, and even having his backstory be a major part of the story of Episode II: Attack of the Clones. It's just one of the mysteries of life to me.

While Vader's highest ranking officers were faceless for the most part in the original film save for his one equal, Grand Moff Tarkin, his men actually have names and characters here, even if they're featured briefly. The one I think most people remember is Admiral Piett (Kenneth Colley), who starts out as captain but is promoted to admiral after Ozzel had displeased Vader too many times. I actually felt kind of bad for Piett because he just looks scared shitless of Vader, especially when Vader killed Ozzel right next to Piett and then told him that he was now admiral. You could see the fear on Piett's face when he realizes that since he's now in command, he'll suffer the same fate as Ozzel if he messes up. This is brought to a head when, after losing the Millennium Falcon, Vader tells him, "Don't fail me again... admiral." He's also possibly the only member of Vader's troops who got a glimpse of what Vader looked like behind his helmet and was thoroughly disgusted by it. As for Admiral Ozzel (Michael Sheard), his cockiness, which is so big that he seems to think he's smarter than Vader, trying to tell him that Hoth isn't where the Rebels are hiding despite the abundance of evidence, is ultimately what does him in. As Vader comments, Ozzel is, "as clumsy as he is stupid," coming out of lightspeed too close to Hoth and alerting the Rebels to the oncoming attack. This, along with other possible blunders he's made in the past due to Vader telling him that he's failed him for the, "last time," costs him his life. The most recognizable actor among Vader's troops is Julian Glover as General Veers, whom I knew even before I saw the first half of the movie because of an AT-AT toy I got for Christmas, which had sound effects you could activate and among them were Veers saying, "Yes, Lord Vader. I've reached the main power generator. The shield will be down in moments. You may start your landing," the exchange, "Distance to power generators," "17.28," and finally, "Target, maximum firepower!" followed by laser fire and an explosion. Even though I would go on to see the movies he had much bigger parts in (For Your Eyes Only and Indiana Jones and the Last Crusade), I didn't realize that Glover was in The Empire Strikes Back until he mentioned it in a documentary on the Indiana Jones movies. Along with Admiral Piett, another person I felt bad for was Captain Needa (Michael Culver) because once the Millennium Falcon suddenly disappears without a trace and he hears that Vader wants an update on the pursuit, you can see in his face that he knows he's probably going to his grave... and he's right. He says he'll apologize to Vader and gets Force-choked to death for it, with Vader coldly saying, "Apology accepted, Captain Needa." And I do have to mention Captain Lennox (John Dicks), if only because he has the memorable line, "Good, our first catch of the day."

Because of the enormous success of the original Star Wars, The Empire Strikes Back was able to acquire a much bigger budget of $18 million but, due to the sheer amount of effects work, the budget eventually swelled to $32 million, almost three times that of its predecessor. It was worth every penny, though, because this movie was able to pull off even more impressive effects work than its predecessor. In fact, I'm pretty sure that when the Special Editions were created, this was the one that received the least amount of tinkering other than fixing some compositing and matting mistakes because it just didn't need it for the most part. The battle between the Rebels and the Empire on Hoth was really challenging to pull of with the limited technology and the problems that come with doing compositing in a sequence that takes place in broad daylight in snow but, even though the matting effects were noticeable judging from clips I've seen of the original version, I still think they did a killer job. The snow-speeders that the Rebels use look really good and are believable but the best parts of that sequence for me have always been the AT-AT walkers. I just love those things. They may be a pain in the rear when you have to fight them in video games but in the movie, they're kick-ass and the fact that they're brought to life by good old stop motion animation makes them all the more cool. They look very realistic and powerful as they trudge across the frozen landscape, firing at everything that moves. In addition, there's also a very well-done POV shot from Luke's speeder when he flies between one AT-AT's legs and knowing the drawbacks of the technology they had back then just makes it all the more impressive. Going back to stop-motion animation, there's a lot of that in the Hoth section of the movie, from the tauntauns to your first glimpse of the smaller AT-ST walkers during the battle and it's all well-done (I've always felt that ILM were the best people to do that kind of work since Ray Harryhausen). And as I said before, Yoda is an amazing feat of puppet work all-around (if Lucas replaces him with a CGI version in any future editions, I will be genuinely mad there). Finally, the effects work in the outer space scenes are even better here than in the original movie to me. You can't tell me you're not amazed by the scene where the Millennium Falcon evades the TIE Fighters in the asteroid field and you also have many more cool-looking ship models to look at, such as the abundance of Star Destroyers, including a gigantic blue Super Star Destroyer that is jaw-dropping to say the least. You also get a glimpse of a different type of TIE Fighter: the TIE Bomber, which they use to try to flush the Falcon out of hiding in the asteroid field.

I think the lightsabers look better here than they did originally as well. You can tell that the rotoscoping process was vastly improved because you don't see the flubs that you did before. This movie also has my favorite look of the lightsabers in the scene where Luke faces off with Vader in Cloud City. I think the way his blue lightsaber glows in the dark is beautiful and at some points, it seems to have a sort of purple sheen to it. Cloud City has some great effects work all its own, although I'm sure a lot of what I've seen is stuff that was added to the Special Edition. But the shots of Luke hanging onto the bottom of the floating city after his fight with Vader were probably done for the original version and they look great. In addition to the great development of the story and characters, The Empire Strikes Back also improved upon the already stunning special effects from the original film and made them downright superlative.

Since the first planet we saw in the original Star Wars was the hot desert planet Tatooine, it was only natural that the first world shown in The Empire Strikes Back would be one of the exact opposite extreme: the ice planet, Hoth. The Rebels must have been desperate for a new base to decide to settle on Hoth because that place looks even more miserable than Tatooine. My personal favorite environment on the planet is the wampa's ice cave. It's just an awesome-looking set in general, with the stalactites and stalagmites, the abundance of ice and snow, the bones of the wampa's past meals lying around, and the creepy echoing of the monster's screams from deeper in the cave that add even more to the eeriness. The only thing that kind of spoils the mood in the Special Edition are the new added scenes of the wampa on the brightly lit set. They should have lit those scenes more carefully to make it match (however, I really like those added scenes and I'll explain why later). We see just how dangerous the planet can get when Luke escapes from the wampa but succumbs to the cold. If Han hadn't gone out looking for him, he would have frozen to death no question, especially since it got so cold that Han's tauntaun, which was supposed to be able to take cold temperatures, dropped dead. Even the inside of the Rebel base is frozen and uncomfortable: there's ice and snow everywhere, everybody is wearing very heavy clothing due to the cold, and it sounds like you can't even turn on a heater without melting some ice according to the argument between C-3PO and R2-D2. Despite its harshness, I do like the planet Hoth. I always like the look and design of a frozen environment because it has a genuine beauty to it and Hoth especially looks gorgeous in the daytime scenes in the bright sunlight. Plus, I always like a movie, or even part of a movie, that reminds me of my favorite horror film, John Carpenter's The Thing (I hadn't seen that yet by the time I first saw this film all the way through but I mention it hindsight).

Even though it's not actually a planet, I thought the asteroid field that Han and the others fly into to escape from the Empire was well designed and, like the actual planets, its lethality is shown by the sheer number of gigantic, almost planet-sized asteroids, the pursuing TIE Fighters getting shredded apart in the chaos, and asteroids colliding against each other and exploding, not to mention that there are asteroids with sections big enough for the Millennium Falcon to hide in. Out of all the planets in the Star Wars universe, the one that creeped me out the most as a kid was Dagobah, which looks like something out of an eerie fairy tale (in fact, some scenes in Ridley Scott's Legend look kind of similar to Dagobah). It becomes less threatening after Luke meets Yoda but when he first arrives, it's a really spooky place: a dark, mist-covered swamp planet where the sun never shines, with bodies of water whose depths are unknown and are inhabited by God knows what, including something big enough to swallow R2-D2 whole. Whatever that creature was, I always found it to be creepy that you only see part of it and that it obviously swallows anything that falls into the swamp. R2 was lucky that it doesn't like droids and spat him out. Hell, even freakier than that is a cave that is filled with the Dark Side of the Force, which should be a red flag right there. No wonder Yoda seems a little stir crazy when he's not being a wise Jedi Master; you'd probably go bonkers if you had to live there. Speaking of Yoda, his house especially looks like something you'd see in a fairy tale, similar to the hobbit houses in The Lord of the Rings. All he has to eat is some stew that he made from whatever he could find, so it shouldn't be that much of a surprise that he immediately went for Luke's dinner when he first met him. He probably hasn't had a decent meal in years. Ultimately, though, where the planet looks like something out of a fantasy film is during the scenes where Yoda is teaching Luke, with all that mist obscuring the forest and the overcast but not completely dark sky. I'm sure The Neverending Story took some inspiration from that scene.

Finally, there's Cloud City on the planet of Bespin. Now, I'm a little biased here because the first concrete memories I have of this environment are from the Special Edition where it's much more open, which is the only version of the movie I've ever watched since I've owned the Star Wars movies. I don't remember the original version of Cloud City from the first time I saw the movie at all but, looking at clips of it, I'm glad that they opened it up because it didn't look like much of a city. It came across as being very claustrophobic and closed in, whereas I like being able to look out the windows and see the buildings, speeders flying around, elevators going up and down, and so on. I like it much more than the additions to Mos Eisley in the original film because here, they just added some vehicles and broader shots of the city and didn't put in silly crap that wasn't necessary. Some may not like it because it reminds them of Coruscant from the prequels and I can understand that but, what can I say? I grew up with the Special Editions. I think that the exterior of Cloud City looks beautiful when the Millennium Falcon first flies into it, with the sunset casting a red-orange glow upon the city, all of the lights on the inside of the buildings, and the clouds floating around it. A contrast that I like about the insides of Cloud City is how they are mostly bright, shiny white in color, especially in the living areas and the hallways, but the industrial parts of them, in particular the carbonite freezing room where Luke and Darth Vader have their lightsaber duel, are very dark and grim-looking with the glowing blue backgrounds, orange lights on the floor, and steam billowing out. That place also seems to lead to the very core of the city, which looks like a gigantic air shaft, and since I have a severe fear of heights, the end of the battle there makes me a bit nervous. But what really gets me is when Luke falls down the shaft and ends up hanging onto an antenna on the underside of the floating city, looking down to see something plummet down the long drop that might not even have a bottom. Even worse is that the guy only has one hand now, so he's literally holding on for dear life, which would be my worst nightmare.

The first new addition to the creatures and droids of the Star Wars universe you see in this film is an Imperial probe droid that a Star Destroyer drops on Hoth. Because of the Shadows of the Empire video game, I knew exactly what that thing was when I first saw it. While it doesn't do much in the actual movie except spy on the Rebel base and fire lasers at Han and Chewie, I'm going to say right now that I can't stand those things because of how annoying they are in the video games (but that's a story for another day). The tauntaun creatures are interesting-looking, especially since they apparently have four nostrils. I never noticed that before but now that I've seen an up-close image of them, they do indeed! In any case, not much else to say about them except that they're ugly looking things, sound like they go, "Wappa wappa, wappa jine!" when they bleat, and, according to Han, smell pretty bad. My absolute favorite Star Wars creature is the wampa. Even though they're tough enemies in the video games, I really love them, especially the one featured in this movie, which brings me to another aspect of the Special Edition that I actually like: the full body shots of the wampa. In the original version, you simply heard the wampa roaring inside of its ice cave and only saw brief glimpses of it as it approached while Luke tried to free himself, which, I do agree, would have been an effective way of creating suspense; however, I'm glad that Lucas decided to shoot more detailed shots of the wampa and, what a surprise, it's a guy in a well-designed suit instead of crappy CGI! (If only he would understand that notion more often.) The wampa just looks bad-ass in the added scenes, like a bulky, pissed-off yeti with ram-like horns on either side of its head. The design may not match up with the first shots of it attacking Luke and, like I said earlier, the new shots of it are far too brightly lit, but it doesn't bug me that much. The sight of that thing munching away on what's left of Luke's tauntaun is just horrific and it obviously hung Luke from the ceiling as a kind of storage when it's ready to eat him. I think it's actually a shame that Luke had to cut the its arm off because I wanted to see more of it. In fact, that's a large gripe of mine with the prequels: screw the wookies (not really), I want more wampas, damn it!

You see a new kind of droid inside Echo Base, which is this medical type that tends to Luke after he's brought in from the cold. I fail to see how stripping him down to his underwear and placing him in a vat of liquid helps him recover from the cold but who am I to question the science of this galaxy far, far away? I also like how this droid is quite polite, telling Luke to take care when he's getting ready to fly off. You don't see many creatures on Dagobah apart from Yoda save for that thing that swallowed R2 and a pterodactyl-like thing you see flying around at certain points. Apparently, Dagobah is also home to stuff we have on Earth, like ordinary snakes and lizards. Those mynock creatures that Han and the others find chewing on the Millennium Falcon's power cables are just freaky-looking, with their leathery bat-like wings, sucker-like mouths, and big eyes on short stalks. I don't know how they're surviving inside the stomach of a gigantic space slug, though. Speaking of which, that's quite a surprise when you find out that the whole time, they had been inside the stomach of an enormous monster and only realize it when Han accidentally shoots one of the walls. They just barely make it out of the thing's mouth as well, which is a pretty harrowing idea to me. When Darth Vader is talking to the bounty hunters he's hired to find the Falcon, you see some interesting creature designs such as this lizard guy, one really weird insect-like creature, and a droid called IG-88 that I know from the Shadows of the Empire video game. There were some other bounty hunters in that scene but they were onscreen too shortly and their designs weren't striking enough for me to remember them. There are these little pig creatures that work in the industrial parts of Cloud City who must do their jobs well because I don't get why you would hire short, snorting things like them to work in those types of environments. Guess they can take the gas expelled in there. One thing I do have to briefly comment on is this other protocol droid that C-3PO encounters in Cloud City that looks exactly like him except it's silver. 3PO is initially happy to see him but then the droid says something in another language that was apparently insulting because 3PO responds, "How rude!" (Insert your own Jar Jar Binks joke there.) That always makes me smirk. Finally, I have to mention Lando's aide, who is this a guy with a small, device attached to the back of his head (I found out in other media that he's named Lobot and that he's actually an android). I always found him to have a cool look and I also like how he never speaks but yet, you can see how efficient and skilled he is in his job when Lando signals him to help free Leia and Chewie from the Imperial guards. I wish he was in more of the movies since he is kind of cool.

There are four main action scenes in this movie and each one of them is awesome, with three of them being so due to the sheer emotion of what's happening (going back to the Shadows of the Empire video game, its first level is this battle so I had already lived it before I actually saw it). The first is the iconic battle between Rogue Squadron's snow-speeders and the Empire's AT-AT walkers. Even the prelude to this is great because the minute the guards outside of Echo Base see those things walking slowly towards them, you know they're in for it. In fact, before the battle starts, the Rebels begin evacuating the base and have to shoot ion cannons up through the atmosphere to disable the blockade of Star Destroyers so their transport ships can get past them; in other words, they know they don't have the means to win the battle and it's merely a diversion to keep the Imperials at bay so they can get vital personnel and equipment off the planet. But, even with that in mind, it doesn't seem like those speeders have a chance in hell of destroying the walkers, discovering that their blasters can't penetrate their armor so they have to resort to the tricky method of harpoons and tow-cables to bring them down. Despite the odds, the Rebels do manage to score some damage points. Rogue Squadron member Wedge Antilles (Dennis Lawson) manages to bring one AT-AT down with his tow cable, uttering the popular lines, "One more pass" (I have heard that in so many video game levels that feature the AT-ATs) and, "Wow, that got him!" when the AT-AT is blown apart after it's taken down. And while Luke's gunner co-pilot is killed and he's forced to make a crash landing when his speeder is damaged, he manages to bring another AT-AT down all by himself in a very resourceful way. But, things take a turn for the worse when several members of the squadron, including the guy who rescued Han and Luke after the snowstorm, are shot down. After that, the power generators are destroyed and it's totally game over. The Empire is now able to take over the base with little effort. My personal favorite shots here are those of the approaching AT-ATs firing at the fleeing Rebel guards outside the base because you can see how dire the situation has gotten for the Rebellion. Darth Vader himself even enters the base with his troops in a possible attempt to capture the princess but she and Han manage to get away in the Falcon just in time. The Rebellion may lose this battle but it's a solid, top notch first major setpiece for the movie, with lots of great action, solid effects, and some emotion due to the urgency of the battle.

The asteroid field chase is a nicely done, exciting sequence as well (another level of the Shadows of the Empire game was based on this scene, although that level didn't require you to do the stuff that Han does here). Princess Leia and C-3PO can't believe that Han is apparently nuts enough to fly the Millennium Falcon into the field to escape the pursuing Imperials but his rattionale is, "They'd be crazy to follow us, wouldn't they?" Turns out that they were crazy enough to follow them because several TIE Fighters do continue the chase and end up getting destroyed as a result. The effects-work here is amazing, with that shot of the Falcon flying around this enormous asteroid with the TIE Fighters in hot pursuit being especially awe-inspiring and a great testament to the abilities of matting and model-work. Eventually the Falcon hides inside what they think is a cave inside a planet-sized asteroid but, of course, we find out later that's not the case. After that, the Star Destroyers, upon Vader's insistence, continue probing the field for the Falcon, using TIE Bombers to try to flush them out and once the Falcon is forced to leave the field, Han gets the crazy idea of flying right towards one of the Star Destroyers. Again, Leia and 3PO think he's lost it when it seems like he plans to just flat out attack the ship but Han proves to be just as sly as ever, attaching the ship to the back of the Star Destroyer's bridge, which makes it seem like they've disappeared since they now don't appear on the ship's radar. After the Destroyer dumps its garbage before going to lightspeed, the Falcon floats away with it and then flies off to Bespin... unknowingly followed by Boba Fett.

I would say that my absolute favorite scene in any Star Wars film is the lightsaber duel between Luke and Darth Vader in Cloud City. The one between them in Return of the Jedi is pretty good too because of the emotions going on but this is my favorite: it's raw, hard-hitting, and to the point. It's not a little scuffle like the one between Obi-Wan and Vader in the original Star Wars or overly done and complicated like the battles in the prequels (although I do like some of them); it's simply a great duel that we've been waiting for since Obi-Wan started training Luke. What's so good about it is that, even though Luke hasn't received that much Jedi training at this point, he manages to hold his own against Vader. He counters his swings nicely, manages to Force-jump out of the freezing chamber when Vader tries to activate it, sends a blast of steam from one of the machine's pipes right into Vader's face, kicks him off of a bit of scaffolding, and even scores a hit on his shoulder. We also get to see just how brutal of a fighter Vader is: he's destroying structures in the environment in an attempt to hit Luke, sends Luke careening down a small flight of stairs, tries to freeze him in the carbonite, uses the Force to send him flying out a window, and eventually cuts his right hand off. And this may be me looking into something too much but there's a moment during the fight that makes me think that Vader is willing to damage his health in order to win. When he surprises Luke by coming around a corner and letting out a sharp exhale of breath, if you go back and look at that bit again, you notice that you didn't hear Vader's breathing until that very moment. He was actually holding his breath, which has to be very painful for him, in order to get the jump on Luke. In addition, due to the dimly lit environment, there are a couple of opportunities for Vader to eerily appear out of the shadows. There's a moment in particular after Luke sends him off that bit of scaffolding that I find very creepy: Luke goes into another room and you hear Vader's breathing nearby before he steps out of the shadows to continue the fight.

This whole time, their battle is inter-cut with Leia, Lando, Chewie, and the droids' attempts to escape the city, which is a pretty good action sequence in and of itself. Some would think that the comedy going on between C-3PO and R2-D2 here would distract from the urgency of both this scene and the duel between Luke and Vader but it surprisingly doesn't and actually feels natural, as do their humorous interactions aboard the Falcon when they're trying to escape the Imperials. Meanwhile, during the entire fight, Vader is trying to tempt Luke to the Dark Side by telling him to release his pent-up anger and that Obi-Wan knew that he would eventually come over to it because it's his destiny. This leads to the revelation that Vader is Luke's father, which Luke is so horrified to learn that he falls down the city's enormous main air shaft and is eventually saved by his friends. Even though the battle is over at this point, there's still some great stuff going on after Luke is brought aboard the Millennium Falcon. There's the urgency of the Falcon's inability to go to lightspeed with the Imperial forces swiftly approaching as well as Vader communicating telepathically with Luke to again try to get him to join him, during which Luke is trying to come to grips with the horrible truth, wondering aloud why Obi-Wan never told him. At the last minute, R2 manages to fix the hyperdrive and the Falcon escapes.

While re-using some of the themes that he created for the original, John Williams also composes some new great tunes for this flick, the most significant of which is the Imperial March. It really is Darth Vader's theme in a way because, as I said earlier, it makes Vader's first appearance all the more impressive and just adds to his already powerful presence. I also like that the entire march plays over the ending credits, signifying that the Empire has indeed struck back and dealt a crushing blow to the Rebellion this time around. Williams plays around with the theme throughout the film and creates different variations of it, like a slow, menacing version when Han, Leia, and the others are led into the freezing chamber, a slowly building, doom-laden version that plays when Luke confronts Vader again after knocking him off the scaffolding, and a very dramatic version when Vader reveals that he is Luke's father and when he's communicating with Luke telepathically. I hate to keep going back to Shadows of the Empire but, when I first saw this movie, I recognized many of the themes here from that game, such as the memorable music that plays during the snow battle, the constantly driving theme for the scene where the speeders are looking for Luke and Han after the snowstorm, the low, sort of eerie bit that plays while Luke is being dragged away by the wampa (which is actually on the game's start menu), and the grim music when the frozen Han is being loaded aboard Boba Fett's ship (that theme loops endlessly in one particular level of the game and gets old very fast there). I also like the triumphant sort of music when Yoda manages to raise Luke's X-Wing out of the swamp with the power of the Force and the heavenly, mysterious, choir-like theme that plays when the Millennium Falcon arrives at Cloud City (I actually remember that more from Rogue Squadron).

There are also some interesting new sound effects in this film. There's the distinct humming of the probe droids as well as the odd, gibberish-like signal that they send to the Imperials, the tauntauns', "Wappa, wappa, wappa chine," the frightening growls and roars of the wampa (seriously, that echoing roar inside the cave gives me the creeps), and the loud creaking and grinding noises of the AT-ATs' leg mechanisms and the mechanical winding sound as one brings its leg up and then crashes back down, which is one of the sounds that toy I mentioned earlier makes. One bit of sound-work that I also have to comment on is when Luke confronts the apparition of Darth Vader inside the cave that is full of the Dark Side's power. Everything suddenly becomes ghostly once it shows up,  with its breathing having a much deeper and creepier sound than the real Vader's and the odd sound the lightsabers make when they crackle together, neither of which you would ever hear again in the saga.

The Empire Strikes Back is the film that seems to have had the least amount of changes from the original version to the Special Edition, with the only major ones being the new, explicit wampa scene and the opening up of Cloud City. However, when the film was released on DVD in 2004, there were some additional changes made to make the film sync up better continuity-wise with the prequels. In the original version and in the 1997 Special Edition, Boba Fett was voiced by Jason Wingreen but in the 2004 edition, his voice was replaced by that of Temuera Morrison, who played Jango Fett in Episode II: Attack of the Clones and, I must admit, I like his voice better; Wingreen just sounded weird and a bit too raspy. In addition, since Boba Fett was revealed in the prequel to be a clone of Jango Fett, it makes sense that he would have the same voice as his "father." (Plus, I just think that Morrison has more character and personality in his voice, whereas Wingreen sounded like he was trying too hard.) The most blatant change, though, is the holographic image of the Emperor when Vader speaks to him aboard the Star Destroyer. In the original version, the Emperor's image was that of a woman (supposedly Elaine Baker, Rick Baker's wife) with a cloak over here and the eyes of a chimpanzee superimposed over her own, with the voice being provided by Clive Revill. The result was, as you can, pretty eerie. In the 2004 version, the image and voice was replaced with Ian McDiarmid, who played the Emperor in Return of the Jedi and the prequels and they also changed the dialogue a bit to create better continuity with Episode III. Even though the effect of the original was disturbing, I think it makes more sense for McDiarmid to be in this film simply because he has, over time, become the definitive Emperor and truly created the character as we know him now, so it simply and effectively maintains the flow. I know some people disagree and feel that they shouldn't have tinkered with the film to create continuity with movies made over twenty years after the fact, which is perfectly fine. I just prefer that McDiarmid is now part of the entire saga.

The Empire Strikes Back is easily my favorite Star Wars movie in any version and it's not hard to understand why it's many other people's favorite as well. It does every a good sequel should do superbly: it advances the story instead of being a simple rehash of its predecessor, it delvers deeper into the mindsets of the characters, introduces some welcome new characters, has even more impressive effects work and action sequences, and really ups the ante of the drama by the end of it. I feel it's the perfect answer to the more streamlined, fun space adventure tone of the original Star Wars. It's the absolute peak of the series in my opinion. While I do very much like Return of the Jedi as well (as opposed to so many others), I do think it's a shame that it was never able to quite reach the dramatic heights that this film did. This is truly an epic space opera in every sense of the term.