After a spectacular battle on the ice planet of Hoth the rebellion suffer a massive defeat at the hands of the Empire. They are forced to retreat from their base and regroup at a planet called Solust.

Luke, however, has a different agenda. During his stay on Hoth he had a vision in which Ben Kenobi told him to go to the Dagobah system where he would learn the ways of the Force from the Jedi master that instructed Obi Wan - Yoda.

Solo and Leia escape Hoth on the Millenium Falcon, they are subsequently targetted by numerous Star Destroyers and, when the Falcon's hyperdrive fails, they are chased into an asteroid field. They have to hide out here until the danger from the Tie-Fighters and Star Destoyers is passed. Once they extricate themselves from their hiding place, they need to find a safe port. This leads them to Bespin, the Cloud City, home of Lando Calrissian. Little do they know that they are to be set by Lando in his vain effort to get overlooked by the Empire.

Solo is tortured and Leia and Chewie have to stay on Bespin. Meanwhile, in the Dagobah system, Luke foresees these events and, in a fit of impatience decides to try to help his friends