The Falcoon approaches Cloud City, a tibanna gas mining facility high above Bespin, won by Lando Calrissian in a Sabaac match. As Storm IV twin-pod cloud cars escorts them to Platform 327, Han worries that Lando might be angry over a past fight. Lando, Lobot (his Borg administrative aide), and three guards approach. Lando feigns anger, then welcomes them. Seeing his interest in Leia, Han intercedes. Touring the plant, Han says he won the ship from Lando. Hearing an R2 unit, 3PO wanders into a room and is shot by Stormtroopers. On Dagobah, Luke and Yoda reach a large tree, into which Luke journeys. Strong with the Dark Side, it offers an image of Vader to duel, and as Luke wins, the helmet splits, showing his face. In a Cloud City suite, Leia and Han worry about 3PO. As they kiss, Chewie enters with 3PO's dismantled body, found in a junk pile, then Lando invites them to dinner. Disturbed by his vision, Luke meditates and sees a vision of Han and Leia suffering. Yoda says it is the future and that if he helps he'll destroy all they've suffered for. At dinner, Han learns how a station outside the Mining Guild stays free, for awaiting him are Vader and Fett, who arrived earlier and made Lando betray him. Han pulls a blaster, but Vader deflects his shots and disarms him. Luke has another vision and decides to leave for Bespin. Ben and Yoda try to dissuade him, warning that he is susceptible to the Dark Side, but he promises to return. Ben thinks Luke is their last hope, but Yoda knows there is "another." Vader tortures Han, angering Fett, who needs him alive for Jabba. Lando is mad that the bargain changed, but Vader threatens to leave a garrison if he argues, saying Leia and Chewie must remain here forever. In a cell, Chewie fixes 3PO but puts the head on backwards. Han is pushed in, injured. Lando enters and says he can help and that Vader is using them to capture Luke, but Han hits him in response. As Leia consoles Han, Lando arrives at a carbon-freezing chamber where Vader plans to freeze Luke in carbonite after testing it on Han to be sure it won't kill him. Luke lands unchecked, as per Vader's orders, and Han is brought in. Fett complains, but Vader will compensate him if Han dies. Chewie resists, but Han calms him. Leia admits that she loves him, then Han is lowered into carbonite. As the others mourn their loss, Luke roams the corridors.

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