Star Wars: Shadows of the Empire (film)

"Somewhere in space, this may all be happening right now."

- The tagline for the film, as a call-back to the first trailer of

Star Wars: Shadows of the Empire is a 1996 American computer-animated epic space opera film directed by, based on the film franchise by. Part of the multimedia project, it was the first photorealistic computer-animated feature film and the most expensive video game-inspired film until the release of Star Wars: Jedi Knight and the Dark Forces. It features the voices of, , , , , , and.

The film follows Rebel ally Dash Rendar, who aids the heroes in their attempt to liberate the frozen Han Solo from bounty hunter Boba Fett. Meanwhile, Darth Vader continues the search for his son, Luke Skywalker, whom crime lord Prince Xizor attempts to kill in his plot to replace Vader at the side of Emperor Palpatine.

rendered the film using some of the most advanced processing capabilities available at the time. A render farm of 960 workstations was tasked with rendering each of the film's 141,964 frames. It took a staff of 200 about two years to complete Shadows of the Empire.

Shadows of the Empire premiered in Los Angeles on November 25, 1996, and was theatrically released in the United States on December 1. It received mixed to positive reviews, but was widely praised for its characters' realism. Due to rising costs, the film greatly exceeded its original budget toward the end of production, reaching a final cost of $131 million; it grossed $144 million at the box office. It was a box office success and was nominated for, and.

Plot
"Ultimate victory lies within the grasp of the dreaded Galactic Emperor Palpatine as the tattered remnants of the Rebel fleet desperately seek sanctuary and time to muster new allies.

A grim Luke Skywalker, reeling from Darth Vader’s revelation on the cloud city of Bespin, ponders his own destiny and that of the Rebel Alliance. Meanwhile, the search ensues for Han Solo, captive of the notorious bounty hunter, Boba Fett.

To deal a final blow to the Rebellion, Palpatine has hatched a new plan of which Lord Vader is unaware. To aid him, the Emperor has enlisted the services of the vast criminal underworld that lurks within the SHADOWS OF THE EMPIRE...."

- The film's opening lines

The film's story begins shortly before the Battle of Hoth, as hotshot smuggler and mercenary Dash Rendar with his droid co-pilot Leebo arrive at Hoth to deliver the usual food supplies to the secret Rebel base there; along with some assault blasters for Princess Leia Organa. When he docks in the hangar, he is surprised to run into Han Solo, who had become involved with the Rebellion since their last meeting. Their meeting is cut short because of an advancing Imperial force. Dash instructs Leebo to load their cargo into the evacuating transports and to retrieve their payment as he joins Rogue Squadron for the upcoming battle. On Solo's recommendation, Commander Luke Skywalker agrees to give Rendar an unused T-47 snowspeeder into combat.

In the ensuing battle, Dash flies against the approaching walkers, AT-ST and Viper probe droids, succeeding in destroying some of the AT-AT walkers before the Imperials destroy the Base's deflector shield generator and the Rebels are forced to withdraw. Dash is left behind as the base is overrun by snowtroopers who have destroyed the main generators; Leebo warns Rendar that the hangar doors of Bay 3 could not be opened to allow the Outrider to leave until power was restored. Fighting his way through the Imperial forces, Rendar proceeds to the base's lower level and activates the emergency generators, restoring power to the hangar door. As he makes his way back to Bay 3, he ends up before an AT-ST, which he manages to destroy using seeker missiles from his modified blaster pistol. Leebo takes control of the Outrider, leading it through the Hoth asteroid belt while Rendar uses the ship's gun turret to fend off the TIE Fighter and TIE bomber attackers. After clearing the asteroids, the Outrider jumps to safety and Rendar rejoins the Rebels.

A half year after The Empire Strikes Back, Leia sleeps aboard the Redemption, and has a nightmare, remembering the capture of Han and their last kiss. Luke and Leia is informed that an Imperial Strike Cruiser has spotted the fleet; Wedge Antilles leads the Rogues into a space battle so that their rendezvous point remains secret. Leia meanwhile understands that Luke is different after his encounter with Darth Vader and wonders what happened between them.

On the Executor, Vader is contacted by Palpatine who chastises him for his failure to capture Luke on Bespin. He then orders Vader to conclude shipping arrangements of the Death Star II plans with the Black Sun crimelord Prince Xizor; a discussion which Xizor oversees being a guest to the Imperial Palace. Xizor realizes that this young Skywalker who is hunted by the two Lords of the Sith, might be related to Vader. On his way out, Xizor explains to his servant Guri, that he intends to kill Luke and discredit Vader, while improving his prestige before the Emperor. Guri has made her arrangements with bounty hunters and Xizor is ready to meet Jabba Desilijic Tiure.

The Slave I carrying Han Solo in carbonite block, exits hyperspace above Tatooine and Boba Fett hopes to deliver it to Jabba; but discovers that a signal beacon -installed when he was on Cloud City- was activated. The IG-2000 arrives and he has a dangerous encounter with IG-88D, who intends to claim the bounty of Solo. Slave I sustains some damage but Fett outwits the droid. Thinking that it is destroyed, Fett retreats to planet Gall for repairs; but the droid also managed to survive and limps off to Ord Mantell to search for spare parts for the ship in the planet's scrapyard.

Meanwhile, Lando wanted to redeem himself of his treachery and had sent Rendar to discover traces of Han Solo. Having tracked IG-88 on Ord Mantell, he is sent there to learn Fett's whereabouts. IG-88D hid in a salvage plant which, as Leebo scans show, is connected with a hover train. Rendar travels from train car to train car, fighting trainyard vagrants and automated defenses along the way until he reaches one whose tracks run parallel to those of the train that lead to his destination. As the two trains move alongside each other, Rendar leaps across the gap and makes his way to the front. Leebo then manages remotely to jam the hovertrain's auto-brakes, causing it to crash and break the door of the salvage plant. Inside, Rendar finds IG-88D who reveals that he had indeed tracked Fett to the Zhar system. Unwilling to let Rendar stop him from taking Solo from Fett, the droid opens fire. Rendar fights back and defeats the droid.

Back on Tatooine, Leia and Chewie are waiting in Chalmun's Spaceport Cantina for Lando, as Chewie defends Leia who is being harassed by suspicious figures. Finally Lando shows up with C-3PO and R2-D2 and narrates Rendar's information that Han has been found. As Luke attempts to construct a new lightsaber in Ben Kenobi's hut, Lando arrives bringing confirmation by Rendar that Slave I is on Gall.

On Coruscant, Xizor is in a meeting of Black Sun "Vigos." Xizor in his palace ponders on his plans to overthrow Vader and his other underground business, such as hiring the Pike Sisters and meeting his lieutenant Mayth Duvel who gives him a precious rare ruby from Nezriti Organization; it does not impress Xizor the least. Several agents are present: Durga, Kreet'ah, Clezo, Wumdi, Perit, and Green. Knowing Green's ambitions and network of double agents, Guri strangles him in order to intimidate other ambitious Vigos and make a point that Xizor does not tolerate such cooperatives. When the meeting is concluded, Xizor summons Jabba to meet him.

In his castle, Vader tests his injured shoulder by battling an ASP droid with a lightsaber, while briefing his agent, Wrenga "Jix" Jixton about his foresight that Luke will approach Jabba to rescue Han. Jix is sent to Tatooine to join Jabba's gang both to capture Luke, and ensure his survival.

Rendar has headed to the Imperial moon base on Gall in the Zhar system to confirm Fett's presence. Having landed in Smuggler's Gorge he makes his way through Imperial patrols along the cliffside before reaching the entrance to the base through which he fights his way to the observation tower. Once there, he accesses the computer and learns that Fett was docked in the second tower, on the other side of the nearby canyon. Stealing a jetpack, Rendar crosses the canyon and arrives to a large hangar containing an AT-ST. After disabling it, he opens and follows the facility's ventilation system near a waiting hoversled with which he reaches the Slave I. But Fett is also there; the two mercenaries duel in the air with their jetpacks until Fett flees into his ship. Slave I takes off and Fett tries to aim its weapons against Rendar, who is able to damage the ship with his various ammunitions from his modified blaster pistol.

Luke, Leia, Lando, and Chewie meet Wedge and the Rogues on Kile and are reintroduced to Dash Rendar. Wedge briefs the new arrivals on the layout of the Imperial base and two Star Destroyers, each with a wing of starfighters. Skywalker proposes to attack, drawing off the defending TIE fighters, while Rendar leads the Falcon and its crew to Fett's coordinates.

After his defeat by Rendar, Fett meets Bossk and Zuckuss in a cantina, who negotiate with him to share the bounty of Han. He firmly refuses and takes out a sniper placed to ambush him. Then his system warns him that Slave I has been breached.

Meanwhile the Rogue Squadron attacks the Star Destroyers above Gall, and Luke hones his Force skills. Dix Rivan is killed, and the second Star Destroyer starts to approach. As the Falcon follows the Outrider on the planet, Rendar dares Lando's piloting skill, as Lando tells Leia about Rendar's past. To avoid Imperial sensors, they fly few meters above the trees and then into the Grand Trench. After they pass the sensor station and lift out of the canyon, they come to the shipyard where Slave I is. Less than a minute away from the target, however, Rendar leaves, being hired to lead, not fight. Cursing, Leia and Lando man the turrets to fend of the TIEs as they approach Fett.

Above the planet, as the Rogues retreat in a mock hyperspace jump, Wes Janson's malprogrammed R2 seizes control of his X-wing and attempts to shoot Luke down. After avoiding it, Luke manages to shoot Wes' R2. The Rogues land on Kile and examine Wes' Artoo. It was malprogrammed by an agent. Rendar arrives on the base explaining to Luke and Wedge why he was forced to withdraw.

Meanwhile, Fett arrives at Slave I to find 4-LOM with other bounty hunters attempting to steal Solo's slab and shoots them down, before seeing the Falcon approaching and takes off. The Falcon has sustained too much damage and Fett's departure marks the failure of the mission.

Luke and Wedge find that Janson's droid had been programmed by their technician Viera Cheran, who attempts to shoot Luke, before being shot by Wedge. As Luke welcomes Leia, Lando, and Wedge investigate her account and discover 10,000 credits paid by dummy corporations, tracing to Saber Enterprises. Being a front organization for the Empire's anti-espionage operations, they believe that she was paid by Vader. Leia decides to contact an underground organization and find out who who wants Luke dead. Unfortunately she decides to ask Black Sun, unaware that this is the very organization they are looking for. Luke is sent to follow Fett on Tatooine, again not knowing that Xizor already expects him to do so so. However, she also secretly hires Rendar to follow and protect him.

On Coruscant, having just ended the relationship with his mistress, and dined at Menarai, he sends Guri to Ororo Transportation, a rival to Black Sun, and arranges a second meeting with Vader.

Xizor visits the Emperor's skyhook and meets Vader. Presented as a faithful servant to the Empire, he gives the largest Vergesso asteroid in the Lybeya system, as a secret Rebel shipyard. In reality the Vergesso Base belongs to Ororo Transportation. Palpatine sends Vader and Admiral Okins to destroy the "Rebel" base, an order which is a setback to Vader's plans to watch over Xizor.

Lando and Leia travel to Rodia, where they meet Avaro (Greedo's uncle), who promises them to bring a contact of Black Sun.

Back on Tatooine, Luke is in Ben's hut finishing his lightsaber. Meanwhile Jixton has arrived in Mos Eisley, and manages to challenge and impress Big Gizz and his gang by stealing Spiker's swoop bike and thus gains a job for Jabba. He is puzzled to learn that Jabba got a transmission that Vader (actually Xizor) wants Luke dead, which interferes with Vader's instructions to ensure Luke's survival. After a discussion in Chalmun's cantina that Dash overhears, Jix and the gang race over to kill Luke. Dash steals a swoop and runs after them.

Luke is testing his lightsaber with Artoo when he sees the bikers arriving. He takes out one of the riders, kick one off and take his swoop to flee towards Beggar's Canyon. During the frail, Luke is unknowingly aided by Jix who sabotages his fellows' attempts to hit Luke. The pursuers are halved and Luke loses them by passing through the Stone Needle when Rendar arrives, drops into the canyon and opens fire causing them to scatter and flee. Big Gizz remains hidden and attempts to shoot Luke, but Jix hit his head with a stone.

Having Dash explained that he was sent by Leia, and the gang belonged to Jabba, Artoo detects the approach of a courier droid. It is carrying a message from Koth Melan to Leia, claiming to have vital information for the Alliance and requesting a meeting as soon as possible on Bothawui. Skywalker decides to go, followed by Rendar.

While Vader is en route to the Vergesso asteroid, Xizor visits Palpatine and reveals that he was the "generous" informant of the secret "Rebel base". Vader concludes the battle in his Interceptor, and on his way back he contacts the Emperor. Enraged, he sees Xizor in the hologram beside him.

Back in his Palace, Xizor is informed that Leia attempts to contact Black Sun. Charmed by her beauty, he sends Guri to bring her. He then watches a recording of Guri's earlier meeting with the heads of Ororo Transportation, Z. Limmer, Tuyay, and Dellis Yuls; killing them after denying to cooperate with Black Sun. Leia gets tired waiting for Black Sun and Avaro explains that it's not up to him, not knowing that Guri is already coming for her. Before that, she sends the route of Suprosa to their Bothan double agent.

Meanwhile Fett hides in an asteroid field when 4-LOM resumes operation. Before Fett disables him once more, Bossk's ship picks up his signal and attacks a stranded Slave I. Zuckuss and his team board the ship and apprehend Fett. As Furlag leads him to the force cages, Fett opens a trapdoor under his feet and gets his weapon. He kills everyone but keeps Zuckuss alive to communicate with Bossk. He sends Bossk's shuttle back to him; when Bossk's colleague looks inside he sees his fellows dead, along with a detonation device, when Fett jumps to hyperspace.

Luke and Dash make their way to the Intergalactic Trade Mission on Bothawui. Rendar bribes a guard but on the 16th floor, the protocol droid R0-4 refuses to let them in without an appointment until Rendar pulls his blaster. The Bothan accepted the pair as Leia's representatives, explaining about a new unknown Imperial military project. A secured supercomputer containing the plans is being transported from Coruscant to Bothawui aboard the Suprosa, a Mobquet Medium Transport masquerading as a fertilizer freighter. Melan plans to capture it and had put together a team for the mission, joined by Skywalker and Rendar, who looked forward to an extra reward. In a hidden base outside the city, they meet the Blue Squadron.

The vessel doesn't surrender as Luke demands and the Y-wings start disabling the engines. The Suprosa opens fire, destroying a ship and the Bothans break off to regroup. As they pull back, the freighter fires a Diamond Boron Missile. Rendar fails to shoot it down and it destroys a group of four Y-wings, killing eight Bothans and another two. Despite the losses, the Rebels soon disable the freighter and Rendar takes the Outrider in to conduct the boarding operation. He docks the Outrider and boarded the freighter to look for the supercomputer.

Following Leebo's directions, Rendar works his way towards the main cargo hangar, encountering heavy resistance from the crew and Stormtroopers. Upon reaching the hangar, Rendar destroys a loader droid which attacked him with spring-loaded arms. After Rendar located the supercomputer and disabled the hangar force field, Leebo brings the Outrider into the hangar to collect the smuggler and the supercomputer.

On Rodia, Guri inspects the Rebels at the Next Chance casino. After a brief meeting she cuts it short claiming that she has business to attend, leaving the Rebels with the distinct impression that there was something unusual about her.

On the Outrider, Koth and Luke discuss about the supercomputer's significance while Dash blames himself for missing the missile. Luke sends Dash to Rodia to find Leia. Himself and Koth moves to Kothlis with Koth. En route to Kothlis, the party is attacked by Claw and Hunter which are driven off by Blue Squadron, and a special Bothan encryption team arrives at Kothlis to attempt to bypass the self destruct device of the supercomputer.

Guri reports to Xizor that Leia is dangerous and advocates killing the Rebels. However, Xizor has other plans and asks her to be brought to Coruscant. He then meets Palpatine showing recordings of how successfully the plans entered Rebels' hands. With securing the plans, the Alliance gains trust in Xizor. The plans are in truth, outdated, and the second Death Star is fully operational, unlike what the schematics read.

Lando installs a doppraymagno scanner in their hotel room waiting for Guri, before notified that Dash arrived on Rodia and welcome him. Guri then returns to Rodia and during their meeting, the scanner quickly confirms Leia's suspicions: Guri is not Human. C-3PO puts a sleeping potion in her tea, so that they can conduct a closer examination but it fails; the two continue to trade diplomatic small-talk until Guri, tired of proceedings, attempts to abduct Leia only to be restrained by Lando, Chewbacca, and Dash.

Luke and Koth and a Bothan special decryption team work on the supercomputer in the safehouse until bounty hunters break in. During the skirmish, a Bothan takes the supercomputer and hides it. Koth is killed, and Luke is captured, learning there there are two rewards on his head, both alive and dead. Unknown to him, it is Vader who wants him alive and Xizor who wants him dead.

After much discussion between Leia, Guri, and Xizor, Leia and Chewie follow Guri to the Stinger and move to Coruscant. To allow the two to make it safely, Guri provides for them the disguises of of the Ubese bounty hunter Boushh, and Snoova. Meanwhile Lando is told by Dash that Luke remains on Kothlis and moves there.

Palpatine sends Vader to Kothlis, both to take Luke, and also pretend that he is there to reclaim the supercomputer. Once more, this order foils Vader's plans to watch over Xizor. Meanwhile Luke in his cell manages to control the mind of his guard who is get to lock himself in the cell and take a nap. Luke exits and takes his lightsaber and comlink.

On Coruscant, after "Boushh" and "Snoova" had made it through the customs of Coruscant, Leia meets Spero, a Ho'Din who owed her a favor, and gives some information about Black Sun.

On Kothlis, bounty hunters discover Luke who wards them off. Then Lando shows up in an explosion and escapes with Luke on a stolen landspeeder. They depart on the Falcon for Tatooine, as the Executor has just arrived. Meanwhile the Death Star plans managed to reach the Razor over the planet. Skywalker is gone and Vader learns from Skahtul that someone wants Luke dead, with suspicions that this bounty comes from Black Sun.

Leia and Chewie meet Guri again. They follow Howzmin and enter a maglev car that will bring them to Xizor's palace. Xizor hosts the visitors and provides them each with appropriate commodities.

Howzmin brings Chewie to Leia's room. Chewie looks strangely at Leia who prepares for him, and she excuses herself, claiming she is on a diplomatic mission. All that while Xizor was preparing his pheromones for meeting her in meditation. While the Falcon is en route to Tatooine, Luke feels Leia is in danger, despite Lando's reassurance.

Leia attempts to negotiate with Xizor about business between the Alliance and the Black Sun, and then reveals that she is there for Luke, as Xizor kisses her. After an intense seductive experience, Leia is interrupted by Chewbacca who shows her microphones and cameras; she then instructs him to escape and notify Luke. Meanwhile Vader's returns to Coruscant and reports to the Emperor about the loss of Skywalker. He mentions that Xizor might be the one who wants him dead. Palpatine gives him a leave to look for Skywalker.

Leia eventually retakes control of herself, and after she buys some time to let Chewie escape, she knees Xizor between the legs. He is outraged, and sends her back to her room. Chewie is intentionally allowed to "escape" (although not so easy) hoping that he would lead Luke to rescue Leia, and into Xizor's hands. He is not worried at all that Luke escaped Kothlis or Vader's bidding.

Meanwhile, Luke, Dash, Lando receive a message from Chewie and head for Coruscant where they meet; with the help of Benedict Vidkun, they’re avoided the palace's security by infiltrating Xizor's palace through the underground sewer system, and battles an enormous dianoga, before entering the palace itself. Vidkun, a worker hired to guide them through the sewers, suddenly turned on the group, but Dash killed him.

Using the Force, Luke and his thoughts inform Leia that he and the group are close by and will soon rescue her from Xizor. After much blasterfire with security guards with Luke integrating his increasingly advanced lightsaber skills, the group finds Leia and begins to lead her out of the palace. While in the palace, Dash plants thermal detonators in an effort to destroy it before Xizor summons his gladiator droid, which Dash quickly disposes of.

They enter a hallway with Xizor, Guri, and several more of his aides, and a battle soon commences wherein Xizor and Guri are impressed with Luke's skills as a Jedi. Luke and Lando soon threaten Xizor with thermal detonators that they send down the garbage chute, causing everyone to panic and scatter out of Xizor's palace.

The Millennium Falcon, piloted by R2-D2 and C-3PO, wildly careens toward Luke and company, allowing them to escape onto the vessel above Coruscant.

Xizor boards his skyhook, then sends four of his own starfighters at the Rebels, with Dash defending them with flak from the laser turrets of the Outrider. Rogue Squadron arrives in X-wings, and a fierce fight is already underway when TIE fighters show up, but the TIEs attack only Xizor's fighters. During the fight, Guri, Xizor's assassin human replica droid, manages to escape using a paraglider.

When an angry Xizor demands that Vader tell him why Imperial forces are also attacking him, Vader confronts him via hologram on board the Executor over Coruscant. He tells Xizor that he warned him to stay away from Luke, but Xizor willfully disobeyed those orders. When Xizor does not comply with his ultimatum to stand down, Vader orders the Executor to destroy the Skyhook. Utilizing this distraction, Dash destroys the Skyhook 's outer defenses and proceeds to fly inside the station, destroying its core. Dash is presumably killed in the blast, along with Xizor.

On Tatooine, Luke and Leia mourning Dash's death. Meanwhile, Boba Fett gives the frozen carbonite block of Han Solo to Jabba the Hutt, and he receives his payment, and leading directly into, the beginning of Return of the Jedi.

In a post-credits scene with Dash and Leebo, who had managed a jump to hyperspace to escape the blast, Leebo questions Dash's decision to keep the illusion they had died in the Skyhook 's destruction, to which Dash says, "It's good to be remembered as a martyr without actually being dead, wouldn't you say?"

Voice cast

 * as Dash Rendar
 * as Leebo
 * as
 * as
 * as
 * as
 * as
 * as Prince Xizor
 * as Guri
 * as
 * as
 * as
 * as
 * as
 * as Koth Melan
 * as IG-88
 * as Gizman "Big Gizz"
 * as Wrenga Jixton
 * as Spiker
 * as Spero
 * as Skahtul
 * as Benedict Vidkun
 * Larry Ward as

Sound Effects
Star Wars: Shadows of the Empire (film)/Sound Effects