George Lucas turns over the reins to Director Irvin Kershner for Star Wars: The Empire Strikes Back and the result is a rarity for a Hollywood blockbuster. The sequel surpasses the original "Star Wars" in every respect. This film is much darker than the light-hearted original. To say everyone loses is an understatement.

The Death Star has been destroyed. Unfortunately, the location of the rebel base of operations was discovered by the Empire. The rebels chose the complete polar opposite in choosing the desolate ice planet Hoth. The Imperial Forces are scouring the galaxy using robotic sensors to search every rock in space.

Luke Skywalker (Mark Hamill) is learning about his growing skills as a Jedi. He is captured by a snow beast and hung from the ceiling of an ice cave like a lamb to the slaughter. His only chance to escape is if he can use The Force to levitate his light saber into his hand.

Han Solo (Harrison Ford), who wants nothing to do with the rebellion, has been promoted to Captain to the surprise and consternation of Princess Leia (Carrie Fisher). He uses this opportunity to make some much needed repairs to his ship.

The destruction of the Death Star has revealed the presence of a young man who is strong with the Force. The son of Skywalker is a threat to the emperor. He is also an asset if he can be turned to the Dark Side of The Force.

The rebel base is located. The ensuing battle in the snow is stunning. Imperial Walkers, large ships that walk on four legs, attack. The base is lost. It is now every man for himself. Solo grabs Leia and barely escapes the planet in the Millennium Falcon along with his first mate Chewbacca (Peter Mayhew) and the droid C3PO (Anthony Daniels). Luke and R2D2 (Tony Baker) escape in his X-Wing fighter. Luke heads for Dabobagh to learn the ways of the Force from Jedi Master Yoda.

Solo and company are not so lucky. An Imperial Destroyer follows after Solo. The repairs to his ship have not been completed. He cannot make the jump to hyperspace. This little mistake is just what the emperor needs. The emperor devises and executes an elaborate ruse setting a trap to capture Luke.

Thus the main conflicts of Star Wars: The Empire Strikes Back are established. Luke will become a Jedi. The Empire will hunt Solo to the ends of the galaxy to capture Solo and Leia. They will be the bait. A small army of mercenaries is dispatched to aid the hunt for the Millennium Falcon.

Star Wars: The Empire Strikes Back takes a radical turn for the worse when Luke crashes on Dagobagh. He meets an annoying muppet-like creature who speaks in a form of Reverse Polish Notation. The creature upsets Luke's plans to find Yoda. Everything is going wrong for Luke. Then, something miraculous and wonderful puts the film back on track. The creature gives a sigh and begins speaking with the dead Obi-Wan Kenobi (Alec Guiness). The annoying creature transforms into Jedi Master Yoda (Frank Oz). Yoda is serene yet care-worn beyond his years. Luke pleads with Yoda that he is ready to become a Jedi. Luke says, "I am not afraid." Yoda's reply speaks volumes. "You will be."

Luke's training is not easy. Just as with his light saber earlier, Luke is able to levitate several rocks. But he is unable to use the Force to pull his ship out of the swamp. When Yoda demonstrates the power of the Force, Luke exclaims, "I don't believe it." Yoda's disappointed reply is, "That is why you fail."

As Luke's skills with the Force grow, so does his exposure to the Dark Side. Luke senses something evil. He enters a cave where he confronts Darth Vader (David Prowse). Luke decapitates Vader. His helmet falls to the ground, bursts open to reveal Luke's head. Luke learns his worst enemy is not Darth Vader but himself.

Solo pilots his ship to a city in the clouds. Lando Calrissian (Billy Dee Williams), the administrator, is an old friend of Solo. Solo won the Millennium Falcon and Chewbacca from Calrissian. He seems friendly but Solo doesn't fully trust him.

Life turns ominous when C3PO sees something he shouldn't. The droid goes missing only to be found by Chewbacca. C3PO is broken into pieces. Calrissian gives them a tour. He offers refreshments. Waiting behind the door is Darth Vader. The trap has been sprung.

Star Wars: The Empire Strikes Back drops a few bombshells on the audience. These are both shocking and revealing. A scheme the Jedi launched decades earlier is coming to fruition. Even the emperor has seen dark visions regarding Luke. Luke learns that his destiny is tied to past events and to the future of the galaxy.

Luke abruptly ends his training to help his friends. Yoda and Kenobi both advise against this rash act. This is what the emperor wants. It is important to note that Yoda makes no attempt to stop Luke. Yoda could easily use the Force to ground Luke's ship. The Jedi are advisors. They use violence as a last resort. Skywalker is free to make his own decisions. He is on his own.

Several stellar effects sequences show how far effects have grown in three years. The ice battle is amazing with white Imperial Walkers moving on white snow. In an attempt to flee the Star Destroyer, Solo pilots the Millennium Falcon into an asteroid field. The Falcon zooms around asteroids while being pursued by TIE Fighters and the Star Destroyer. The effect is dizzying but spectacular.

The film ends with an epic light saber battle between Luke Skywalker and Darth Vader throughout the inner workings of the Cloud City. Guiness was too old and overweight to do justice to a light saber battle. Skywalker and Vader go at each other in a fight to the death. If Skywalker cannot be subdued, Vader will kill him. Skywalker has fallen for the trap. His only escape is through Vader. Skywalker can hide, but not for long. Skywalker's skills with the light saber match up to Vader. Luke learns, the hard way, he has a lot to learn before he is truly a Jedi.

The acting is much better in Star Wars: The Empire Strikes Back. With the darker story, the actors roles are expanded. Hamill's Luke is succeeding in learning the Force yet he is constantly frustrated when he fails. Skywalker's demeanor changes when he realizes he fell for the trap. Skywalker could flee for his life. Skywalker uses and trusts in the Force. He calmly accepts his fate and wordlessly walks up to challenge Vader.

Harrison Ford and Carrie Fisher take their roles to new heights. Solo is falling in love with Leia. She wants nothing to do with him. Leia insults Solo calling him a scoundrel. Solo takes it as a compliment. Jokes fly between them. The most used line is Solo saying, "It's not my fault.", every time something goes wrong, which is quite often. Fisher is excellent. Her outward appearance and behavior towards Solo betrays her growing love for him. The result of their byplay is the classic line from the film. Solo is about to be frozen alive. Just before the switch is thrown, Leia screams, "I love you." Keeping true to character, Ford's Solo responds, "I know." Solo loves Leia but he cannot say the words. Wonderful.

Darth Vader is even nastier. This is a difficult role. David Prowse does the physical acting for Vader. James Earl Jones performs Vader's voice. Prowse has to act out what Jones will be saying. Jones must match his voice to how Prowse acts. Vader flexes his muscles during a scene that tells everything you need to know about Darth Vader. He uses the Force to strangle an admiral who lost track of the Millennium Falcon. He turns to the admiral's subordinate and calmly informs the man, "Do not fail me, Admiral." The line is menacing, and wickedly funny.

Director Irvin Kershner keeps up a steady pace and never gets lost in the complicated story. Skywalker sees visions of events that haven't happened. He is learning the Force but Kershner is foreshadowing the rest of the film. He constantly, yet slowly, builds the suspense and intrigue until it explodes in the frantic finale where the battle becomes every man for himself and where it is advantageous to have a Plan B, C, D, etc. Indiana Jones said it best. "I don't know. I'm making this up as I go."

In comparing the two films, "Star Wars" is a comic book. Star Wars: The Empire Strikes Back is an adult graphic novel. The direction, screenplay, acting, special effects, action scenes, editing, cinematography are stellar. John Williams' music score is ever present and enhances every aspect of the film.

The film ends on a down note. Everyone has lost something precious. But they are still alive to fight another day. Star Wars: The Empire Strikes Back is a dark film. It is not a happy, fun film. But it is a lot of fun to watch! Enjoy!