Star Wars: Leigh Brackett and The Empire Strikes Back You Never Saw

Leigh Brackett's draft for Star Wars II would have produced a very different The Empire Strikes Back.

The Empire Strikes Back is a masterpiece of blockbuster cinema and the standard by which we measure all other big-screen space adventures. But before it became the magnum opus of the original Star Wars trilogy, the spark that would become The Empire Strikes Back floated in the nothingness of space, waiting for its big bang. 

When Star Wars premiered in May 1977, the saga’s sequel could have gone either the low-budget or blockbuster route. Although we got the latter, there was already a plan in case the film wasn’t a huge hit. George Lucas hired Alan Dean Foster, who ghost-wrote the novelization of the first film, to write a relatively subdued sequel. That story eventually became the first Expanded Universe novel in the franchise’s history, Splinter of the Mind’s Eye, which sees Luke and Leia crash on a jungle planet and face off with Darth Vader in a race against time to find a mysterious gem called the Kaiburr crystal. 

But since Star Wars was such a huge success, Lucas had a much bigger problem on his hands. He now had to follow his beloved blockbuster with an even better sequel. While planning part two, Lucas was also busy building his very own empire—Lucasfilm—while continuing to foster innovation at Industrial Light & Magic. And as J.W. Rinzler’s The Making of Star Wars: The Empire Strikes Back points out, Lucas planned to finance his sequel out of his own pocket in order to keep 20th Century Fox from tinkering with the film. As a result, he decided to step away from writing and directing the second Star Wars movie.

Leigh Brackett, Rogue Leader

Lucas turned to space opera legend Leigh Brackett to pen the script, which was later revised by Lawrence Kasdan and Lucas himself. These days, most fans are familiar with Kasdan’s contributions to Star Wars, but it’s possible that you haven’t heard of Empire’s first scribe at all. Brackett, who Lucas first met through a friend during his search for a screenwriter, was vital to the creative process of Empire, especially in its pivotal early days.

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Perhaps Brackett isn’t a household name in Star Wars circles today because she died of cancer in March 1978, only weeks after she had turned in the very first draft of the script. But long before she took the gig in 1977, Brackett was well known in the science fiction community for her pulpy space operas and planetary romance novels and short stories. Brackett also mentored a young Ray Bradbury and traveled in the same circles as Robert A. Heinlein. She was a sci-fi giant.

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But sci-fi was far from her only claim to fame. By 1977, Brackett had written 10 films, including The Big Sleep, which she co-wrote with Nobel Prize-winning novelist William Faulkner and veteran screenwriter Jules Furthman, as well as classics like Rio Bravo, El Dorado, and The Long Goodbye

Lucas and Brackett met several times in late 1977 to hash out an outline for “Star Wars II.” Together, they figured out the skeleton of the film’s plot, which remained pretty much intact in later drafts, although there were some differences, according to Rinzler’s book. For one thing, Darth Vader wasn’t Luke’s father in the outline.

The Yoda character didn’t receive his iconic name until later drafts of the script. In the earliest outlines, Yoda was named “Buffy,” which was short for “Bunden Debannen.” Lucas writes in the outline, “Buffy very old—three or four thousand years. Kiber crystal in sword? Buffy shows Luke? Buffy the guardian. ‘Feel not think.’” Close enough.

From this outline, Brackett set to work on The Empire Strikes Back.

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The Ice Planet

A scanned version of the draft, which is simply titled “Star Wars Sequel,” includes plenty of (semi-legible) handwritten notes and crossed out lines. It’s unclear whether these are Brackett’s notes to herself after meeting with Lucas, or if Lucas himself scribbled on the pages, but it’s fascinating to read the notes along with the typed words on the page. Here is the key to the creative process that would eventually result in one of the greatest science fiction movies of all time.

Brackett’s draft introduces all of the big moments we’d eventually see on screen. We still get a version of the Battle of Hoth, the wise words of an old Jedi Master, the excitement of zooming through a deadly asteroid field, a love triangle, a majestic city in the clouds, unexpected betrayals, and the climactic duel between Luke Skywalker and Darth Vader. 

The rough draft begins, not with a shot of deep space, but a fade-in on an ice planet, which isn’t named in this draft. Luke and Han are riding their “snow lizards” around the planet’s surface, looking for lifeforms that might endanger their Rebel base, which Brackett describes as an “ice castle.” The writer’s love of space fantasy comes through in her descriptions, which set the tone of the script as a more classic piece of science fiction. Even something as simple as the “ice formations” that catch Luke’s attention while scouting with Han benefit from dazzling detail. 

“Dimly there appears through the veils [of snow] a formation of rocks,” Brackett writes, “or perhaps ice of exceptional beauty, catching points of fire from the sun.” It’s clear she understands the Star Wars universe, even in its relatively early days, as she instills that sense of wonder for the universe and its exotic locations.

But in other places her script more closely resembles the burnished chrome of Flash Gordon and Buck Rogers serials. Barely in sight is the rusty, lived-in universe that Lucas had established in 1977.

And there are hints of high fantasy, too. The ice monster, which is not yet called a “Wampa,” that Luke encounters on the planet’s surface can “vanish in a burst of vapor,” more magical wraith than hulking beast. This isn’t the one-off adversary from the film, either, but just one of a horde of ice monsters that later attack the Rebel ice castle. 

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The ice planet segment actually makes up a large chunk of the movie, and you can tell that Brackett loves writing the chaos inside the Rebel base, which is first invaded by monsters and then attacked by the Empire—who bring “tank-type crawlers” to the party, undoubtedly the predecessors of the AT-ATs. And she has fun portraying the Rebellion as a group of bumbling idiots, too. Even though “1,026 systems” have joined their cause since their victory at Yavin, the Rebels in this draft are ill-prepared for war, many frozen to death by burst water pipes inside the base. Their attempt to repel an exceptionally organized attack by the ice monsters is perhaps best accompanied by “The Benny Hill Theme.”

The ice castle scenes also establish one of the major pitfalls of Brackett’s draft: the love triangle between Luke, Han, and Leia, which is about as subtle as a Vader Force choke. Brackett embraces traditional romance tropes in her approach, as a much more damsel-like Leia falls into the hero’s arms on multiple occasions for a make-out session. Leia becomes the object of male affection and not much else, while Han and Luke are the rough-around-the-edges and baby-faced beefcakes vying for her love. It was the later revisions that introduced a lot of the nuance to Han and Leia’s budding relationship.

Castle Vader

Meanwhile, the sinister Darth Vader needs Leia in order to lure Luke to Orbital City, this draft’s version of Cloud City. Interestingly enough, for a movie eventually called The Empire Strikes Back, the Empire is scarcely in the first two acts of this draft. The villains don’t appear on screen until 20 pages in, and not in a fleet of Star Destroyers in pursuit of the Rebel base as we see in the finished film. Instead, we first meet the titular bad guys in “the administrative center” of the Empire, the planet Ton Muund. There, Vader waits in his castle.

Brackett writes, “Ton Muund should have an odd sort of day; perhaps a blue star.” The planet doesn’t appear often in the script, but Ton Muund is as richly realized as the rest of the settings Brackett describes. Ton Muund was also likely a precursor to the Imperial homeworld of Coruscant. Rinzler also points out in his book that Lucas considered putting a “city planet” in the movie and a “water planet” with an underwater city, locations we’d later see in the prequels.

Vader’s basic motivation is established in this draft: he must find Luke. It’s interesting how Brackett plays up Luke and Vader’s connection. While they aren’t father and son in this draft (that came in Lucas’ revision of Brackett’s script), Luke and Vader do have a unique relationship through the Force. Here, Vader is written more like a dark wizard who can attack Luke with the Dark Side from across the galaxy. There are several instances in the script where Vader manages to get into Luke’s head with the Force. We see this as early as the escape from the ice planet, when Luke is knocked unconscious by Vader while piloting past the Imperial ships. 

A lot of Vader’s later depth is missing here, as he simply seeks revenge on Luke for his humiliation at Yavin. By the end of the script, though, Vader senses that Luke could be a powerful asset for the Dark Side, and he tries to turn him during their climactic duel in the depths of Orbital City. Yet, without the famous reveal, this confrontation feels a lot less exciting.

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Luke’s Training and Minch

One of the crucial sections of The Empire Strikes Back is Luke’s Jedi training on Dagobah, under the tutelage of Master Yoda. Much of this storyline was nailed down in Brackett’s script. Things play out pretty much as they do on screen: Luke crash lands on the “bog planet” and meets a little “frog-like” old man named Minch, whom he doesn’t immediately recognize as a powerful Jedi Master. Minch takes Luke as his student, despite his reservations, in order to prepare the young hero for his fight against the Dark Side. 

This storyline also features one of the script’s most controversial scenes: after Minch teaches Luke how to summon Ben’s Force ghost (Obi-Wan can’t appear unless summoned through the Force), his old mentor shows up… and brings Luke’s father with him! Only identified as “Master Skywalker” rather than Anakin, Luke’s dad expresses how proud he is of his son. He also reveals that Luke has a twin sister, although it’s not Leia, but someone named Nellith who’s never mentioned again in the script (a possible thread left over for the third movie). The scene ends with Minch, Ben, and the elder Skywalker “knighting” Luke with their lightsabers, effectively awarding him the title of Jedi, although he must face one final test in order to be a true member of the Order: defeat Vader. 

That fight takes place on “Hoth,” which movie fans will recognize as Bespin. Like in the film, this is where Luke, Han, and Leia will eventually be reunited.

City in the Clouds

Han, who is less mercenary and more proper Rebel soldier in this draft, isn’t trying to get back to Jabba to pay off a debt. In fact, there aren’t any bounty hunters in this movie at all. You can thank Lucas and Kasdan for the addition of Boba Fett in later drafts.

Before the attack on the ice planet, Leia instructs Han to go on a mission to convince his stepfather Ovan Marekal, leader of “the Transport Guild,” to join the Rebellion. Brackett imagines Marekal as “the most powerful man in the galaxy next to the Emperor,” so he’s probably a good guy to have on your side. But as in the film, you never see that mission play out, since Han is busy running from the Empire and romancing Leia. 

The final act on Hoth contains the script’s best moments, and it’s where Brackett’s classic sci-fi style really shines through, as the Falcon lands on the planet’s surface way below its blanket of clouds. Brackett gives us a green landscape of ruined cities, where “noble-looking” natives with “white skin and hair,” known as “Cloud People,” ride on flying “mantas.” Han hopes that they can all hide out with his pal Lando Kadar (same Lando, different last name) until their troubles with the Empire blow over. Lando had established a trader’s outpost on Hoth’s surface when last Han saw him but has since built a huge Orbital City in the clouds above. 

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Lando is still a sweet talker, but infinitely more lonely. Here, Lando is one of the last of a long-forgotten batch of clones left over from the Clone Wars. Lando reveals his backstory to Han’s friends in an emotional monologue: “It didn’t seem strange to us to see our own faces endlessly repeated in the streets of our cities. It gave us a sense of oneness, of belonging. Now, when every face is new and different, I feel truly alone.” 

Lando has been taken in by the leader of the Cloud People, Chief Bahiri, who considers him a son. Goodwill for Lando doesn’t last long, though, since he still betrays Han in order to protect his interests on Orbital City, getting Bahiri killed in the process.

While Han and friends are taken captive like in the film, there’s no torture scene, and no one is frozen in carbonite. In fact, there isn’t much tension in their captivity at all, since it’s more like house arrest. Brackett doesn’t quite provide a dramatic escape scene either, although there is a part where Han has to blow open a set of hangar doors with the Falcon’s thrusters. Things don’t pick up during Luke and Vader’s epic confrontation, either. Lando’s betrayal is Brackett’s big twist and the script lacks the epic climax of the final product. 

Brackett’s draft ends on the Rebel planet Besspin Kaalieda, “an extremely beautiful planet [that] revolves jewl-like [sic] in space.” There, Luke and Leia bid farewell to Han and Chewie, as the Falcon sets off on its mission to parts unknown in order to find Marekal in the third film. As if he were in Camelot at the end of a great adventure, Luke salutes the retreating ship with his lightsaber, the blade pointed towards the stars.

The Cliffhanger

It’s impossible to know how Empire would’ve changed had Brackett been able to work on a second draft. Perhaps more of her pulpy sensibility would have shone through on screen. But when she brought Lucas the draft in early 1978, he was underwhelmed.

“Writing has never been something I have enjoyed, and so, ultimately, on the second film I hired Leigh Brackett. Unfortunately, it didn’t work out; she turned in the first draft, and then she passed away,” Lucas said in Laurent Bouzereau’s Star Wars: The Annotated Screenplays. “I didn’t like the first script, but I gave Leigh credit because I liked her a lot. She was sick at the time she wrote the script, and she really tried her best. During the story conferences I had with Leigh, my thoughts weren’t fully formed and I felt that her script went in a completely different direction.”

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But Brackett’s attempt is no failure. In 124 pages, the writer gives us grand adventure, exotic planets, and colorful characters. It’s The Empire Strikes Back, from a certain point of view. 


While researching this article, I took extensive notes on the differences between “Star Wars Sequel” and what would eventually become The Empire Strikes Back. I’m including this list below to give you a full picture of the “Star Wars Sequel” that might have been:

– Tauntaun is just called a “snow lizard.” Hoth is just known as “ice planet.”

– Ice formation catches Luke’s attention, not probe droid “meteor.”

– Weird 3PO exposition about the state of the Empire post-Battle of Yavin. 

– Han mentions “God” in the rough draft. It would have been the only potential mention of God in the saga. The draft also mentions sharks!

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– Ice planet is “the fourth planet of this detached system at the edge of the Granida Cluster.” A much larger chunk of the rough draft (40 pages, which equal 40 minutes of screen time) takes place on this planet than in the final film. 

– Scene involving holo-map that shows clear war front of Galactic Civil War. Empire in red and Rebels in green. 1,026 systems have joined the Rebellion. 

– Han Solo has a stepfather named Ovan Marekal. Leia wants Han to convince Ovan Marekal, “most powerful man in the galaxy next to the Emperor,” to join the Rebellion. Marekal is the leader of the Transport Guild. Interestingly enough, Han is an actual member of the Rebellion in this draft, as opposed to the more “mercenary” role in The Empire Strikes Back. Han agrees to go on the mission. 

– Han, Leia, and Luke’s love triangle is WAY more overt in the rough draft. Several love scenes between the three of them.

– Luke doesn’t wake up upside down in “ice monster” cave. He hears Ben’s voice, which tells him to “Remember the Force,” as he faces the monster. No mention of the word “Wampa” in entire draft. These ice monsters can “vanish in a burst of vapor.”

– Han and Leia go searching for Luke on snow lizards and find him almost immediately on-screen. Ben does not appear as a Force ghost at all to tell Luke to go to Dagobah.

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– “Commander Willard” worries ice monsters pose a threat to Rebel base. His fears are realized later when these ice monsters attack the Rebel base, which is described as an “ice castle.” 

– Luke tells his friends he saw Ben. It’s an interesting moment since he never admits to seeing ghosts in The Empire Strikes Back

– Luke, Han, and Leia accidently discover a mysterious crystal that resembles “a memory cell” in lightsaber hilt. Fun fact here also: Brackett switches between “saber” and “sabre” throughout the script. At one point, she also calls the weapon a “lightsword.”

– The “memory cell” holds coordinates to “perhaps place where my father was trained.” Not sure how Luke comes to this conclusion. This will eventually lead him to the “bog planet” that becomes Dagobah in the final script. 

– Ben talks (but doesn’t physically appear) to Luke again in the sick bay and puts Luke in an odd Force trance. 

– A planet called Ton Muund is introduced as “the administrative center of the Empire.” The Empire doesn’t actually enter the draft until 20 pages in. Brackett writes a beautiful description of the planet: “Ton Muund should have an odd sort of day; perhaps a blue star.”

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– Darth Vader is never on the Star Destroyer Executor in the draft. Instead, we see him scheming in “Vader’s Private Quarters” or “Vader’s Castle” on Ton Muund. Vader finds the Rebel base by interrogating a trader, instead of through the probe droid from The Empire Strikes Back. You’ll notice that this version of Vader doesn’t Force choke anyone in the entire story, and that’s just unacceptable.

– Darth Vader is considered a Jedi. No mention of the Sith. 

– Script mistakenly says that Luke sent Darth Vader spinning out of control during Battle of Yavin’s climactic scene, instead of Han. 

– Death Star is also mistakenly called “Death World” at one point. 

– Darth Vader and “Master Skywalker,” who is Luke’s father in the rough draft, are two separate characters. 

– Luke “feels” the Empire approaching the Rebel base, instead of Han and Chewie discovering the probe droid. Imperials attack the base while the Rebels are also repelling the ice monsters. The monsters have broken overhead water pipes that instantly freeze many Rebels.

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– Luke is separated from the others by a wall of ice from said broken overhead pipes. Luke leaves in Leia’s ship with R2. Han, Leia, Chewie, and a frozen C-3PO leave on Falcon. Same setup as The Empire Strikes Back

– Brackett introduces a Rebel character named “Sedge,” who is Leia’s personal pilot. Unclear if Sedge is actually Wedge Antilles. Sedge dies before he can take off.

– Darth Vader tries to contact Luke through the Force during the ice planet escape, knocking Luke unconscious in Leia’s ship. R2 manages to use the lightsaber crystal with coordinates to send the ship to hyperspace.

– There’s no asteroid field section above ice planet. Instead, the asteroid field scenes come when the Millennium Falcon arrive at a Rebel rendezvous that’s actually an Imperial ambush. Han is able to maneuver Falcon through asteroids, shaking the Imperials off their tail, and he hides the ship in an asteroid cave. No Exogorth in asteroid…

– Han and Leia make out A LOT while waiting in the asteroid cave. In several instances, Chewbacca and Threepio watch and comment on the love scenes. It’s kind of disturbing…Also, Chewie is jealous of Han and Leia’s newfound love.

– Luke arrives on bog planet. No mention of “Dagobah.”

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– Yoda is named “Minch” in the rough draft and described as “frog-like.” As in ESB, Luke doesn’t recognize Minch as a Jedi Master. It’s only after Ben’s Force ghost appears that Luke respects Minch, who takes Luke as his student. 

– “By the Force, I call you!” Minch yells to summon Ben’s Force ghost. They duel. It’s described as “fencing.” Ben’s ghost has to be called through the Force, he can’t just appear.

– During early scenes between Minch and Luke, you can see why a lot of the dialogue in this draft was not kept by the final film. Such painful lines include, “There was precious little wood on Tatooine to chop.”

– Minch explains the Dark Side to Luke: “It’s the dark side of you.” It’s the inherent evil that all beings are born with. Minch says Darth Vader was the first Dark Jedi in a long time. 

– After an undisclosed amount of time in training, Luke summons Ben’s Force ghost, who also brings Luke’s father along. Master Skywalker reveals that Luke has a twin sister named Nellith. Skywalker, Ben, and Minch award Luke his knighthood. 

– It is revealed that Darth Vader can attack Luke with the Dark Side of the Force from across the galaxy. Luke and Darth Vader have some kind of “Force fight” that stands in for the Dagobah cave scene from The Empire Strikes Back.

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– Luke senses that Leia is on Hoth and that Darth Vader is waiting for him. Minch tells Luke he must face Vader in person as a “final test.” Very different from Yoda’s advice in the film. 

– Darth Vader only appears about three times in the first 70 pages of the rough draft.

– Darth Vader refers to Emperor Palpatine as “Your Imperial Highness/Majesty.”

– Lando Calrissian is “Lando Kadar” in rough draft. His family were refugees from the Clone Wars. It is later revealed that Lando is in fact “a clone of the Ashardi family.” He gives a beautiful monologue about being a clone: “It didn’t seem strange to us to see our own faces endlessly repeated in the streets of our cities. It gave us a sense of oneness, of belonging. Now, when every face is new and different, I feel truly alone.”

– Brackett describes Lando as “handsome, like Rudolph Valentino.” Valentino was an Italian-American actor from the 20s. He was considered a sex symbol at the time and was nicknamed “The Latin Lover.”

– Lando became “respectable” on “Hoth,” which is what Bespin is called in the rough draft. Han explains the word “Hoth” means “cloud.” Hoth is a planet covered in clouds with a green landscape of ruined cities. Lando built a big trading outpost on planet’s surface. There’s no mention that Lando once owned the Millennium Falcon in this draft.

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– Han et al are attacked by Hoth natives known as the White Bird Clan of the Cloud People. They are noble-looking warriors, with white hair and skin, and they ride giant manta-rays in the sky. The clan is led by a character named Chief Bahiri.

– Cloud City exists in the rough draft and is referred to as “Orbital City.”

– Leia uses a fake identity on Orbital City. She calls herself “Ethania Eredith,” a smuggler’s daughter who escaped her planet with Han Solo after her father died. 

– Threepio still gets blown up on Orbital City. Lando still ambushes the heroes in the dining hall, where Darth Vader is waiting. The heroes are not taken prisoner, but they aren’t allowed to leave Orbital City. Vader plans to use them to lure Luke to Hoth.

– Han is never frozen in carbonite and there are NO bounty hunters on his tail in the entire draft.

– Bahiri helps Luke get into Orbital City via flying manta-ray. You can really see Brackett’s planetary romance/space fantasy roots coming through in this scene. 

– Stormtroopers kill Bahiri and the rest of the Cloud People. 

– Han, Leia, Lando, Chewie, R2, and Threepio escape Orbital City on the Falcon. 

– Luke faces Darth Vader in “Vader’s Apartment” in Orbital City. Luke uses the Dark Side to fight Vader. No “I am your father” moment, obviously. Luke falls over railing into the Orbital City core but manages to escape in the Falcon, much like in ESB. in this draft, Luke gets to keep his hand.

– The heroes arrive on Besspin Kaalieda, “an extremely beautiful planet [that] revolves jewl-like [sic] in space.”

– Han heads out on mission to find Ovan Marekal. Luke salutes the Falcon with his lightsaber. Roll credits. 

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