Star Wars: Shadows of the Empire

Steven Spielberg

Music by

20th Century Fox


May 25, 1996


135 min


$817.4 million




3 in a half years after Star Wars Episode IV: A New Hope


Rebellion era

Preceded by

Star Wars Episode V: The Empire Strikes Back

Followed by

Star Wars Episode VI: Return of the Jedi

"The Saga's Untold Chapter is Revealed."

Star Wars: Shadows of the Empire (also known to the group of Legends fans as Star Wars Episode V.V: Shadows of the Empire) is a 1996 American fan film directed by Steven Spielberg, produced by Jeffery Abrams, distributed by 20th Century Fox and stars Mark HamillKurt Russell, Carrie FisherBilly Dee Williams, Anthony Daniels, Kenny BakerPeter Mayhew, Patrick Stewart, Hudson Leick, David Prowse, and the voice of James Earl Jones. The story is an interquel between the films Star Wars The Empire Strikes Back and Star Wars Return of the Jedi. It was nominated for the Academy Award for Best Visual Effects and various other awards in 1996 and 1997.

The film is set after the Imperial victory on ice planet of Hoth. Princess Leia, Chewbacca, and Lando Calrissian hire a rogue smuggler and an combat veteran, Dash Rendar, who has located Boba Fett's ship, which has the frozen Han Solo aboard. The heroes lead an attempt to liberate Han from the bounty hunter, but are outgunned by Imperial TIE fighters. Back on Tatooine, as Luke Skywalker constructs a new lightsaber, he is chased by swoop bike riders in the service of Jabba the Hutt and saved by Dash. The two learn where they can intercept the plans for a new Death Star, which they obtain with the aid of Bothan fighters and bring to Kothlis to be decoded. Luke is briefly captured by the agents of Darth Vader and learns of the Falleen crime lord Prince Xizor, who plans to kill Luke in a plot to gain Emperor Palpatine's favor.

The Shadows of the Empire was released in theaters on May 25, 1996, almost 13 years after the premiere of the previous Star Wars film, Return of the Jedi. The film's premiere was extensively covered by media and was greatly anticipated because of the large cultural following the Star Wars saga had cultivated. Despite the anticipation, it received mixed reviews; critics praised the visuals, action sequences, themes, John Williams' musical score, and some of the performances (notably Russell), but criticized the screenplay, characterization, and the respective performances of Stewart as Xizor and Leick as Guri. The film received mixed to positive reviews and grossed over $817.4 million worldwide, becoming the highest-grossing film of 1996 (surpassing Independence Day, Twister, & Mission: Impossible), and the highest-grossing Star Wars film at the time. The film also became the second-highest-grossing film ever at the time, behind Jurassic Park (1993). The film won the Academy Award for Best Visual Effects and was nominated for the Academy Award for Best Sound. The theatrical release was accompanied with the Lucasfilm short animated film The Battle of Hoth.

Opening crawlEdit

Episode V.V
Ultimately victory lies swiftly
after the battle of Hoth as the tattered 
remnants of the Rebel fleet desperately seek
sanctuary and time to muster new allies to stand 
against the force of dreaded Emperor Palpatine.

Before the final blow is struck, the Emperor 
has hatched a new plan, which even Darth Vader 
is unaware, by enlisted the services of 
the vast criminal syndicate that lived 
in the shadows of darkness. 

Luke Skywalker, reeling from Vader’s revelation 
in Bespin, ponders his own destiny while the 
search ensues for the carbonite-block Han Solo,
captive of the notorious bounty hunter, Boba Fett, 
or so it seems…


  1. Opening Logos
  2. Shadows of the Empire
  3. Leia’s Nightmare
  4. Rebel Fleet Dispersed
  5. Meeting with the Emperor
  6. Xizor’s Machinations
  7. Waiting on Tatooine
  8. Slave I Dogfight
  9. Enter Dash Rendar
  10. Ord Mantell Junkyard
  11. Dash vs. IG-88
  12. Black Sun Contract
  13. Vader’s Spy
  14. Battle Preparations
  15. Gall Spaceport
  16. Fate of the Rebel Alliance
  17. A Desperate Tryst
  1. Xizor’s New Scheme
  2. Imperial City
  3. Approaching Rodia
  4. Beggar’s Canyon Chase
  5. Vader’s Mercilessness
  6. Giving the Plans
  7. Hiding from the Hunters
  8. The Bothans of Bothawui
  9. Assault on the Suprosa
  10. Guri
  11. Dash’s Guilt
  12. She’s Not Human
  13. Ambush on Kothlis
  14. Disguises
  15. Barabel Assassins
  16. Coruscant Descent
  17. Razor Rendezvous
  1. The Southern Underground
  2. Escape from Kothlis
  3. Arrival at Xizor’s Castle
  4. The Seduction of Leia
  5. Falcon and Outrider
  6. Vader’s Bacta Tank
  7. Night Skies
  8. The Secret Past
  9. Into the Sewers
  10. Gladiator Droid
  11. Escaping the Castle
  12. Stairway to Orbit
  13. The Skyhook Battle
  14. Falleen’s Fist Destroyed
  15. Legacy of the Force
  16. End Credits/Lightspeed Martyr

Plot SynopsisEdit

Princess LeiaChewbacca, and Lando Calrissian hire the services of Battle of Hoth veteran Dash Rendar, who has located Boba Fett's ship, which has the frozen Han Solo aboard. The heroes lead an attempt to liberate Han from the bounty hunter, but are outgunned by Imperial TIE fighters. Back on Tatooine, as Luke Skywalker constructs a new lightsaber, he is chased by swoop bike riders in the service of Jabba the Hutt and saved by Dash.

The two learn where they can intercept the plans for a new Death Star, which they obtain with the aid of Bothan fighters and bring to Kothlis to be decoded. Luke is briefly captured by the agents of Darth Vader and learns of the Falleen crime lord Prince Xizor, who plans to kill Luke in a plot to gain Emperor Palpatine's favor. Meanwhile, Leia investigates the attempts on Luke's life. She and Chewbacca meet Xizor's human-replica droid Guri, who brings Leia to Coruscant, where Xizor tries to seduce the princess in an attempt to bait Luke.

Luke, Lando and Dash sneak into the crime lord's palace to save Leia. As the Rebels engage Imperial fighters above Coruscant, Xizor is prevented from escaping by the vengeful Darth Vader, whose Star Destroyer shoots down his repulsor craft and Skyhook base. The debris from the explosion hits the Outrider, apparently killing Dash. Back on Tatooine once more, Luke records a holographic message for Jabba the Hutt.

Cast Edit

  • Mark Hamill ... Luke Skywalker
  • Harrison Ford ... Han Solo (archive footage)
  • Carrie Fisher ... Princess Leia Organa
  • Billy Dee Williams ... Lando Calrissian
  • Peter Mayhew ... Chewbacca
  • Anthony Daniels ... C-3PO
  • Kenny Baker ... R2-D2
  • Kurt Russell ... Dash Rendar
  • Patrick Stewart ... Prince Xizor
  • Hudson Leick ... Guri
  • Ian McDiamird ... Emperor Palpatine
  • David Prowse ... Darth Vader
    • James Earl Jones ... Voice of Darth Vader

Additionally, Denis Lawson return his roles as a Rebel star-fighter Wedge Antilles, Temuera Morrison played as Boba Fett before he portrayed the character's father Jango Fett in Star Wars: Episode II – Attack of the Clones (2002), and Tom Kane voiced LE-BO2D9 “Leebo”, Dash's copilot droid. Alec Guinness appears as Obi-Wan Kenobi, now a Force spirit following his death at Vader's hands. Nick Tate appears as the voice of IG-88, following the Empire Strikes Back.


"I'm really looking forward to the soundtrack to Shadows, with music by Joel McNeely. I want to hear Xizor's Theme! And the toys... Dash action figures. I'm hoping the Lucasfilm people will send me some, otherwise, I'm going to have to go out and try and find them myself."
―Steve Perry

Development Edit

In 1994, Lucasfilm publishing director Lucy Autrey Wilson met with Bantam editor Lou Aronica to discuss future publications, and Aronica suggested a Star Wars crossover multimedia event. Later in the year, Lucasfilm met with franchise licensees, including LucasArts representatives and author Steve Perry to discuss the interquel, intended to feature the media and marketing elements of a film release with actually producing a movie, and then, they met at Skywalker Ranch to begin serious work on the film projects. After George Lucas approved the concept, Wilson and Howard Roffman wrote a brief outline of the premise. This was largely meant to reinvigorate the franchise ahead of the prequel trilogy, along with George Lucas's 1997 Special Editions of the original trilogy. Lucasfilm producers originally wanted the film to focus on the main characters between Star Wars and The Empire Strikes Back, but animation designer Jon Knoles suggested that it take place between the latter film and Return of the Jedi (an era explored by no other Star Wars novel).

Steve Perry originally conceived a screenplay about a graduate student who recreates Star Wars. He continued to wrestle with his fascination with CGI and visual effects until he began writing the novel Shadows of the Empire. Before its publication, Steven Spielberg learned of the novel in October 1995, while he was discussing a screenplay with Perry that would become the television series ER. The concept drawings of Ralph McQuarrie for the original trilogy served as the basis of Coruscant, in particular a metropolis design that became the Imperial City, for inspiration.

Effects Edit

The film saw breakthrough in computer generated effects. About 1,950 of the shots in Shadows of the Empire have visual effects. The scene in which toxic gas is released on the Jedi is the only sequence with no digital alteration. The work was so extensive that three visual effects supervisors divided the workload among themselves—John Knoll supervised the on-set production and the swoop bikes and space battle sequences, Dennis Muren supervised the underworld sequence and the ground battle, and Ken Ralston, alongside teams assigned for miniature effects and character animation, worked on the lightsaber effects. Industrial Light & Magic (ILM) art director Doug Chiang impressed Abrams the most and was hired as the design director.


Film and TV composer Joel McNeely wrote and recorded a soundtrack for the project which was performed by the Royal Scottish National Orchestra and Chorus. It was published by Varèse Sarabande. Familiar themes from the movies can only be heard in tracks one ("Star Wars Main Title" and part of "Carbon Freeze"), eight ("The Imperial March" and "The Force theme"), and ten ("The Imperial March"). The disc also includes an interactive track for personal computers, containing concept art and additional information about the project.

Release Edit

It was theatrically released on May 25, 1996 in the United States, in Australia on December 26, 1996, and in the United Kingdom on February 8, 1997. The theatrical release was accompanied with the 1997 Lucasfilm short animated film The Battle of Hoth.

Home media Edit

Shadows of the Empire. was released on VHS and DVD on February 17, 1998. On August 14, 2010, George Lucas announced that all thirteen Star Wars films in their Special Edition form would be released on Blu-ray Disc in Fall 2011.





Star Wars Shadows Of The Empire Commercial

Star Wars Shadows Of The Empire Commercial

See alsoEdit

Community content is available under CC-BY-SA unless otherwise noted.