*Caution! This review contains spoilers for not only The Empire Strikes Back., but the entire original Star Wars trilogy. But seriously, if you don’t know the plot of Star Wars, I don’t know what to tell you.*
Of all the Star Wars films, none is more acclaimed or beloved than The Empire Strikes Back. While the original Star Wars (retroactively christened “A New Hope”) may have had the biggest cultural impact, it’s the immediate follow-up that many consider to be the heart and soul of the series.
At the time of its 1980 release, Empire was to be the sequel to the biggest film in history. Expectations were understandably high, and many wondered whether Star Wars could deliver the same magic in a second go around. It probably didn’t help ease concerns that series creator George Lucas stepped down from the director’s chair for this sequel, handing the reigns over to Irvin Kershner, who initially turned down the offer, believing a sequel could only be a rehash of the original.
Thankfully, Kershner was ultimately persuaded and, along with the creative direction of George Lucas and a more confident cast, The Empire Strikes Back exceeded all expectations. Not only was Empire widely deemed one of the few sequels at that point to match or surpass the original (something that’s a bit more commonplace today), but it’s still largely embraced as the best Star Wars film. And with good reason. The Empire Strikes Back is the best Star Wars film.
Fittingly set three years after A New Hope, Empire sees the heroic Rebellion finding a new base on the ice world of Hoth. Darth Vader (voiced by James Earl Jones) – obsessed with finding the Rebel who destroyed the Death Star, Luke Skywalker (Mark Hamill) – has commanded the evil Galactic Empire to dispatch a series of probe droids to find the Rebels’ new base.
Luke is investigating one of these droids in the barren wastelands of Hoth, when he is attacked by a yeti-like creature called a Wampa ice beast. Han Solo (Harrison Ford) is about to leave the Rebellion behind to pay off his debts to gangster Jabba the Hutt, but postpones those plans when he gets word that Luke hasn’t returned, and leaves on the back of a creature called a Tauntaun in search of his friend, risking death in the freezing cold.
Luke manages to escape the clutches of the Wampa, and before succumbing to hypothermia, sees the ghost of Obi-Wan Kenobi (Alec Guiness), who instructs Luke to go to the swamp planet of Degobah to seek out Yoda, the Jedi Master who “taught Obi-Wan” the ways of the Force (let’s forget that the prequels forgot this little detail), and with whom Luke can finish his training and become the last hope of the Jedi Knights.
Han finds Luke in the nick of time, and the two are rescued by a search party the next morning. Unfortunately, a probe droid has found the Rebel base, and the Empire unleashes a large-scale attack on the base. Though the Rebels put up a valiant effort (in one of the most famous sci-fi battle scenes in film history), the Empire gets the upper hand, and the Rebels are forced to evacuate the planet.
Han Solo, Princess Leia Organa (Carrie Fisher), Chewbacca the Wookie (Peter Mayhew) and C-3P0 (Anthony Daniels) all escape aboard the Millennium Falcon, but when the ship’s hyperdrive malfunctions, the ragtag group are forced to make some detours to evade the Empire, which will eventually take them to the Cloud City on the planet Bespin, which is under the command of Han’s old friend, Lando Calrissian (Billy Dee Williams). Meanwhile, Luke Skywalker – with R2-D2 in tow – heads to Degobah in search of the mysterious Yoda.
It’s a simple story, but Empire greatly benefits from that simplicity in plot, because it allows the characters to take center stage. While the original Star Wars will always be delightful, it was (quite intentionally) a really simple hero’s journey. The characters were more archetypes than they were three-dimensional figures. The real joy of A New Hope was how the imagination of its created world presented that journey. By focusing its narrative on who the characters in this intergalactic fairy tale are, Empire gave this imaginative universe a newfound depth.
Luke Skywalker is no longer the whiny farm boy he was in A New Hope, and has matured into a renowned hero in the Rebellion. Princess Leia has similarly become more battle hardened. And most notably, Han Solo – while still the same roguish scoundrel in many ways – has become more selfless and heroic (take, for example, the aforementioned moment when Han could have wiped away his debt with Jabba the Hutt for good, but changes course to search for Luke without hesitation).
The returning heroes have grown more complex, and Empire does what any great sequel should by also changing up the character relationships. Luke is far removed from his companions (save R2-D2) for most of the film, which immediately changes the character interactions from those of the first film.

A romance begins to blossom between Han and Leia (which avoids falling into the cheesy realms of later Star Wars romances). Without his counterpart R2-D2 by his side, C-3P0 is left to annoy Han with his uptight paranoia, which leads to the funniest dynamic between characters in the entire Star Wars series (it’s a wonder why Han and C-3P0’s relationship doesn’t get more recognition). Even Chewbacca, who can only speak in roars, gets a bit more character to show, revealing more of his gentle giant nature as he cares for a damaged C-3P0.

Some new characters also add to the proceedings. Most notable of all is Yoda (performed and voiced by Frank Oz), the diminutive Jedi Master is probably the series’ most charming character, and most likely the best puppet character in movie history. Yoda’s wisdom gives the film much of its soul, and unlike subsequent appearances by the character, Yoda also provides some great comedy here.
Lando is another new character who adds more dimension to the world of Star Wars. Though many fans (unfairly) remember Lando for his eventual betrayal of Han Solo, they fail to remember his reasons for it. Lando is loyal to his friends, but given that his Cloud City has come under the occupation of the Empire, he isn’t left with much choice but to turn his friends in for fear of what would become of his people should he cross the Empire. In a series where good and evil are quite clearly defined, Lando provided a sense of gray morality to the proceedings.

Unfortunately, not every new character introduced in Empire adds depth to the Star Wars universe. This is probably one of my most unpopular opinions, but the villainous bounty hunter Boba Fett feels like an entirely throwaway addition. I don’t necessarily dislike Boba Fett, but I feel he’s a character who never begins to reach his potential, something that would become a kind of trend with Star Wars villains. Inspired by Clint Eastwood’s ‘Man With No Name’ character, Boba Fett really doesn’t live up to his inspiration. Sure, he looks the part of a badass – with battle-weary armor and a mask that creates even more mystery than Vader’s – but he’s never really given the chance to do anything of note. Sure, he may be the bounty hunter cunning enough to track down Han, but that’s as far as the character goes. When push comes to shove, Boba Fett is never allowed to do anything to justify the character’s bafflingly immense popularity. On the flip-side of the coin is Imperial Admiral Piett (Kenneth Colley), a more understated villain who – despite his limited screen time – feels more like an integral foe.

Perhaps the most interesting “character” of all, however, is the Force itself. The Empire Strikes Back is the only Star Wars film to delve deeply into the philosophy of the Force and the Jedi (thanks in no small part to Yoda and Luke’s interactions). Because of this, there’s something more contemplative to the Star Wars universe presented in Empire. The Star Wars prequel and sequel trilogies would eventually turn the Force into little more than super powers, but in the original trilogy – and most especially Empire – the Force was something more meaningful. If A New Hope was the simple hero’s journey, and Return of the Jedi was the closure to the story, then The Empire Strikes Back is the entry that truly lets us know how the Star Wars universe works, what it’s all about, and what’s at stake.
This emphasis on the philosophy of the Force, as well as its added dimensions to the series’ key characters, is what makes The Empire Strikes Back the heart and soul of the Star Wars saga. What’s almost as impressive is how the film also distinguishes itself from its predecessor aesthetically.
I don’t know whether it was a conscious decision on the part of George Lucas and company, but setting the film’s first act in a frozen wasteland serves as an immediate contrast to the deserts of Tatooine from A New Hope. Then later we have the heavenly scenery of Cloud City and the murky swamps of Degobah, giving Empire the most varied locations of any Star Wars feature. Combine that with the amazing visual effects that still hold up forty years on, and the revolutionary puppetry of Yoda, and The Empire Strikes Back remains one of the most visually captivating films of all time.
Despite the original Star Wars picture having perhaps the most recognizable soundtrack in film history, this is another area in which Empire outshines its predecessor. John Williams outdid himself with his compositions here, with new tracks like Yoda’s Theme bringing new levels of emotion to the series. Perhaps most notably, it can be surprising to remember that The Imperial March was first heard here and not in the original film. It’s hard to imagine Star Wars without The Imperial March, because it’s become so strongly associated with not only Star Wars, the Empire and Darth Vader, but villainy in popular culture as a whole (remember when the classic episodes of The Simpsons used to segue into a Mr. Burns scene with the tune?). It might just be the most iconic musical addition a sequel has ever made.
The action scenes are as memorable as ever. The battle on Hoth – with those wonderfully impractical AT-ATs, is as iconic as the Death Star battle of the first film. And Luke Skywalker’s final confrontation with Darth Vader – which crescendos with that most famous of plot twists (so famous, in fact, that it’s hard to consider it a twist by this point) – sets an epic high for the swashbuckling of the series (even if I may be in the minority who thinks the rematch in Return of the Jedi is even better).
Miraculously, The Empire Strikes Back is also the Star Wars feature that has been the least affected by retroactive special effects. Whether this was due to George Lucas understanding the high regard Empire is held in, or by sheer happy coincidence, I can’t say, but The Empire Strikes Back has only seen minimal added effects throughout the years. There may be a few shots here and there that feature a tweak or two, but very few that stick out like a sore thumb.
The two notable changes didn’t even occur in the 1997 Special Editions (which began Lucas’s obsession with re-editing Han’s shootout with Greedo in A New Hope, and added that obnoxious musical number to Jedi), but in the 2004 DVD release.
The first of these alterations is somewhat understandable. When Empire was first released, Lucas was still unsure of who or what the Emperor was. So when Vader contacts his master in the film, the original version saw the Emperor’s holographic appearance as somewhat experimental and indecisive. So as time passed and Return of the Jedi had firmly established Ian McDiarmid’s interpretation of the character, the re-edits added McDiarmid to the scene. That’s fair and understandable, though I wish the newer version’s hologram of the Emperor weren’t so visually prominent (it’s pointlessly giant), as it kind of takes away the mystery surrounding the Emperor, which takes a little something away from his introduction in Return of the Jedi (similar to what happened to Jabba the Hutt with A New Hope’s re-edit, though this isn’t as bad, considering Vader’s interactions with the Emperor still give the character a sense of presence and mystique). I think keeping the Emperor’s hologram at a distance and slightly obscured (as it was in the original cut) would keep some of that mystery alive for new viewers.
The second such edit is less forgivable. Having Jango Fett’s actor from Attack of the Clones re-dub Boba Fett’s dialogue to keep continuity with how the prequels retconned Boba Fett to be a clone of his “father” just comes across as silly, and feels forced.
Still, none of the changes in Empire have the same kind of negative effect as those made to A New Hope and Return of the Jedi. It was the best Star Wars upon its original 1980 release, and it’s been the least tweaked and tainted since, essentially securing its sacrosanct status.
From its epic battles to its character-driven narrative, The Empire Strikes Back took Star Wars to all new heights. Heights which, sadly, the series never achieved again (Return of the Jedi is still an exceptional threequel, but has perhaps more content than it could juggle). Empire is Star Wars matured, while not losing its childlike sense of wonder. It’s darker without feeling edgy. And it’s deeper without losing the fun. As impactful and influential as A New Hope was (and is), it was but the learner. Now, The Empire Strikes Back is the master.
Impressive.
Most impressive.