Along with The Godfather Part II and The Dark Knight, The Empire Strikes Back is one of the go-to examples of a sequel that managed to top its predecessor. As great as the original 1977 Star Wars movie is, Empire is even better. In crafting a sequel to his record-breaking blockbuster hit, George Lucas brilliantly built on the established plotlines and developed the beloved characters further.

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In addition to continuing the Star Wars saga in a massively satisfying way, Empire subverted the audience’s expectations with a surprisingly dark tone and a groundbreaking downer ending.

Developing Luke, Leia, And Han’s Dynamic

Han, Chewie, Threepio, and Luke in Star Wars The Empire Strikes Back.

Between Star Wars and The Empire Strikes Back, there’s a time jump of a couple of years. The opening act set on Hoth catches viewers up with all the characters and how their dynamic is evolving.

The time jump gave Luke, Leia, and Han the perfect amount of time to have gotten closer while their conflicts from the first movie are still apparent. This kind of development was missing from Rey, Poe, and Finn’s practically non-existent dynamic in the sequels.

Recapturing The Original Movie’s Pulpy Spirit

Millennium Falcon in Asteroid Field in The Empire Strikes Back

The original Star Wars movie deftly established the saga’s classically pulpy tone. With scenes like the trash compactor and the Death Star trench run, George Lucas beautifully captured his pulp serial influences.

From the Wampa attack to the giant space slug to the chase through the asteroid field, The Empire Strikes Back masterfully recaptured the pulpy spirit of the original movie.

The Dark Tone Was A Refreshing Change

Darth Vader asks Luke to join him during their duel

There were a handful of dark moments in Star Wars, like Obi-Wan cutting off a guy’s arm in Mos Eisley Cantina, but The Empire Strikes Back had a much darker tone. Vader is an even more terrifying on-screen presence than before, Luke has an unsettling Force vision on Dagobah, and Han gets turned into a carbonite ornament.

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This ended up starting a long-term trend of sequels taking a dark turn: The Dark Knight, Captain America: The Winter Soldier, Jurassic World: Fallen Kingdom. George Lucas even took a leaf out of his own book with Indiana Jones and the Temple of Doom.

Introducing A Bunch Of Awesome New Characters

Darth Vader, Boba Fett, and Lando in The Empire Strikes Back

All the fan-favorite characters who returned from the first Star Wars movie got a bunch of iconic moments in The Empire Strikes Back, but the sequel also expanded the ensemble to include a couple of new members.

Some of the most beloved characters in the Star Wars universe – Yoda, Lando Calrissian, Boba Fett, among many others – were introduced in The Empire Strikes Back.

Building On Han And Leia’s Romantic Tension

Han Solo and Leia Organa kiss on Bespin in Star Wars Empire Strikes Back

When Han met Leia in Star Wars, they instantly didn’t get along. Han didn’t like Leia telling him what to do and Leia didn’t appreciate Han’s cocky attitude. But they became friends after Han heroically returned to the Battle of Yavin. The movie also hinted that there was romantic tension between the two. Empire built on this romantic tension beautifully.

After bickering at the Hoth base, Han and Leia are confined to the Millennium Falcon as they flee from the Imperial fleet, which forces them to confront their feelings. Han and Leia’s romantic arc in Empire culminates in their most iconic dialogue exchange: “I love you.” “I know.”

Humanizing Darth Vader

Darth Vader's exposed head in Star Wars The Empire Strikes Back

In the original Star Wars movie, Darth Vader was characterized as the faceless embodiment of evil. He became one of the most iconic villains ever created as he spent his limited screen time Force-choking admirals and throwing Rebel troops into walls.

Throughout The Empire Strikes Back, ahead of Vader’s bombshell “I am your father” revelation, the movie humanizes him with moments like an Imperial officer glimpsing the helmet being lowered onto his scarred head. This offered a poignant reminder that there’s a human being under that mask.

Yoda Took Ben Kenobi’s Place As Luke’s Mentor

Yoda training Luke in The Empire Strikes Back

Luke’s mentor figure in the first Star Wars movie was Ben Kenobi. In The Empire Strikes Back, Ben’s ghost appears to Luke on Hoth to endorse his own replacement: Yoda. So, Luke heads to Dagobah and starts training under Yoda, with whom he develops a very different dynamic.

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Since Yoda hasn’t watched Luke grow up, he has much less patience for him than Kenobi. Their Jedi training in the swamps of Dagobah is much more in-depth than the quick crash course Obi-Wan gave Luke on the Millennium Falcon.

Revealing The Emperor

Palpatine-and-Vader-Empire-Strikes-Back-Cropped

Darth Vader mentioned the Emperor a couple of times in the original movie, hinting that there was an even more powerful Sith puppet-master that he answered to. In The Empire Strikes Back, Palpatine was finally revealed on-screen.

He video calls Vader in the second act to set up the final duel with the “son of Skywalker,” teasing him as the big bad ahead of Return of the Jedi’s frightening payoffs.

Luke’s First Showdown With Vader Didn’t Disappoint

Luke fights Vader in The Empire Strikes Back

Despite being the clear-cut hero and villain of the story, Luke Skywalker and Darth Vader didn’t actually meet face-to-face in the first Star Wars movie. But when they did finally confront each other in The Empire Strikes Back, it was well worth the wait.

Just as Yoda warned, Luke finds himself hopelessly outmatched in close-quarters combat with Vader. He gets his ass handed to him before his whole world comes crashing down when Vader tells him, “I am your father.” Suffice to say, it lived up to two movies of build-up.

The Downer Ending Masterfully Subverted Expectations

Star Wars Empire Strikes Back End

An entry in a big blockbuster franchise like Star Wars – or any Hollywood movie, for that matter – is expected to have a happy ending to please as many viewers as possible. However, anticipating a long-running serial in the vein of his early influences, George Lucas gave The Empire Strikes Back a surprisingly bleak, downbeat cliffhanger ending with a bunch of unresolved story threads.

Luke has been effortlessly defeated by the villain, Han has been frozen in carbonite and shipped off to be hung on Jabba’s wall, and the Empire is stronger than ever. But, as Luke and Leia gaze out into space, there’s a somewhat optimistic quality to the iconic final shot.

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