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Writer, Editor: Archie Goodwin Artist: Al Williamson Artist: Carlos Garzon Colorist: Glynis Wein-Oliver Letterer: Rick Veitch Assistant Editor: Danny Fingeroth Editor-in-Chief: Jim Shooter CHARACTER Featured Luke Skywalker, Princess Leia Organa Solo, Han Solo, Chewbacca Supporting Wedge Antilles, Admiral Firmus Piett Villain Darth Vader Cameo Yoda DROID C-3PO (See Threepio), R2-D2 (Artoo Detoo) LOCATION Hoth, Dagobah, Hoth asteroid field ORGANIZATION Snowtroopers STARSHIP Millennium Falcon, Imperial Star Destroyer, X-wing starfighter, Executor, TIE fighter, TIE bomber VEHICLE snowspeeder, All Terrain Armored Transport (AT-AT walker) | ||
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 41 (direct market edition) "Star Wars (Marvel) 41 (direct market edition)")  "The Empire Strikes Back #3 (StarWars.com)") | ||
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This issue continues the official six issue adaptation of Star Wars: Episode V - The Empire Strikes Back.
Include a five page text article titles 'Building an Empire -- Marvel Style" by Archie Goodwin. The text article details how the staff were able to see advance still images from the film along with a screenplay. It also covers the differences between this adaptation and the original version in the Marvel Illustrated Edition, namely the alternate Yoda. There are a few other art callouts in this article of note: a larger size version of the droids that grace the corner cover symbol, plus a rendition of Yoda by Marie Severin.
The splash page is a new page briefly giving the events of the previous issue.
This issue credits the cover art on all issues of the Empire adaptation to Al Williamson and Carlos Garzon.
This issue features the column Star-Words with letters from Ben Adams, Debbie Shave, Danny M. Davids, Mike Johnson, Dan Harrison, and Kelley Taylor.
As the Imperial walkers stomp towards the Alliance power generators, Luke evacuated his downed snowspeeder, just in time to avoid being squashed. He manages to save a harpoon gun, which he uses to pull himself up under the belly of the hulking war machine. Using his lightsaber, he slices open a small hatch and tosses a concussion grenade inside, which explodes and brings the walker to the ground a short distance from its objective.
Han enters the command center, making sure Leia is all right. She gives the final order to evacuate and they grab Threepio on their way to her transport. The tunnel collapses and they are forced to head toward the Falcon instead. The energy shield is down and Imperial forces have begun entering the base, with their Supreme commander Darth Vader. Han and Chewie warm up their ship, as a snowtrooper sets up a laser cannon. Firing a laser at the snowtrooper, Han blasts out of the ice cavern and into the skies.
Luke sees the Millennium Falcon depart and wishes Wedge good luck as he departs for a separate rendezvous point. A snowtrooper reports that seventeen ships were destroyed, and the Falcon is being tracked. Vader is determined to get the smuggler's ship. Solo is able to avoid the TIE fighters and Star Destroyers when he realizes that he has no hyperspace capability.
Meanwhile, Luke is convincing Artoo that they will be fine on their detour to Dagobah, though the droid does not sound convinced.
Han is attempting to get the hyperdrive fixed when an asteroid smashes into their hull. He decides to navigate directly into the field of jagged rocks to evade their pursuers, which manages to eliminate some of the TIE fighters directly on their tail.
Onboard Vader's flagship, Admiral Piett enters the Sith Lord's meditation chamber as the black helmet is being placed back on Vader's head. He informs Vader that the Millennium Falcon has entered an asteroid field and they will soon have them.
Swinging deeper into the swarm of rocks, Han guides the ship closer to a large asteroid. He manages to swing it down into a large tunnel and disappear from sight.
In the foggy atmosphere of Dagobah, Luke attempts to land, but manages to crash into a swamp. Artoo lets him know that coming here was a big mistake. They do not notice the impish creature observing them from the gnarled forest edge.