After Star Wars became the highest-grossing movie of all time with a pulpy, lighthearted space adventure, its 1980 sequel The Empire Strikes Back was notable for taking a surprisingly dark turn.
Luke has a sinister Force vision in a cave before being hopelessly defeated by Darth Vader, who, to top it all off, reveals that he’s Luke’s biological father. Plus, Han is frozen in carbonite. But despite the film’s markedly grimmer tone, Empire still has plenty of the Star Wars saga’s signature humor.
10 “Laugh It Up, Fuzzball!” - Han Solo
Throughout the opening scenes of The Empire Strikes Back, Han and Leia bicker back and forth to mask their romantic feelings for one another. When Leia hits Han with a particularly well-constructed four-word insult, his co-pilot Chewbacca laughs hysterically.
Han seems to be even more offended by Chewie’s laughter than the insult itself. Perhaps after years of loyal companionship, he expected Chewie to stand up for him if somebody were to mock him.
9 “You Do Have Your Moments. Not Many, But You Do Have Them.” - Leia Organa
When Leia experiences the rare pleasure of being impressed by Han’s underdog triumphs, she concedes to him that he does have his moments – just not a lot of them.
The flirtatious barbing between Han and Leia in Empire seems to be the work of co-writer Leigh Brackett, who wrote similar dynamics for Marlowe and Vivian in The Big Sleep and Chance and Feathers in Rio Bravo.
8 “No Disintegrations.” - Darth Vader
When his Imperial forces fail to track down the Millennium Falcon, Darth Vader brings in some outside hires: a squad of bounty hunters led by Boba Fett. He tells Fett, “I want them alive – no disintegrations.”
There’s a brilliant ironic bite in Darth Vader, the most fearsome warlord in the galaxy, telling Boba Fett to take it easy. This one-liner made the bounty hunter an instantly memorable side villain.
7 “I Thought They Smelled Bad On The Outside!” - Han Solo
Han ventures out onto the snowy plains of Hoth in the dead of night when Luke fails to return from his patrol. He finds his Jedi pal unconscious in the snow and cuts open his dead tauntaun to give Luke a warm place to spend the night.
Despite being stranded in an icy desert in the middle of the night, camping out inside an alien, Han still has the energy to fire off a snappy quip about the stench of the tauntaun’s insides.
6 “This Deal’s Getting Worse All The Time.” - Lando Calrissian
After betraying Han and Leia for a deal with Darth Vader, Vader keeps changing that deal and Lando realizes he chose the wrong side. Billy Dee Williams nails the one-liner delivery about his deal with Vader “getting worse all the time.”
It’s a wry response to Vader exercising his absolute power and constantly altering his deal with Lando to suit himself because he knows Lando is no match for his Sith powers. All Lando can do is offer up an exasperated, self-effacing quip like John McClane crawling through the vents of Nakatomi Plaza.
5 “Mud Hole? Slimy? My Home, This Is!” - Yoda
Obi-Wan sends Luke to the Dagobah system in search of Yoda, the wise Jedi Master who taught him. When he gets there, he meets Yoda, who initially pretends to be a local troublemaker who will lead Luke to the legendary Jedi warrior he seeks. Little does Luke know, he is the Jedi legend himself.
Yoda has no boundaries with Luke, pilfering his dinner and fighting with his droid, but he’s still offended by Luke’s blunt description of his neighborhood as a slimy mud hole.
4 “Why, You Stuck-Up, Half-Witted, Scruffy-Looking Nerf-Herder!” - Leia Organa
During one of Han and Leia’s classic arguments on the Hoth base, Han suggests that Leia is only bickering with him because she really likes him.
This prompts Leia to fire off her harshest insult yet, calling Han a “stuck-up, half-witted, scruffy-looking nerf-herder!” Han’s dry response points out which specific part of Leia’s insult offended him the most: “Who’s scruffy-lookin’?”
3 “Apology Accepted, Captain Needa.” - Darth Vader
After Captain Needa offers to take personal responsibility for the Imperial fleet’s failure to capture the Falcon, Empire viewers know his days are numbered. He goes off to give a full and frank apology to Darth Vader.
The next time Vader is on-screen, he’s Force-choking the insolent Needa to death and sardonically quipping that he accepts his apology.
2 “I’m Standing Here In Pieces And You’re Having Delusions Of Grandeur!” - C-3PO
Upon arrival in Cloud City, C-3PO is attacked and dismantled by Ugnaughts. Chewie, being the wholesome soul that he is, saves Threepio and brings his parts back onto the Falcon, where R2-D2 is using his gadgets to save everybody’s lives.
Threepio telling Artoo that he has “delusions of grandeur” once again shows that he underestimates his little astromech companion. Without Artoo, the escape from Cloud City would’ve failed miserably.
1 “Not Entirely Stable? Well, I’m Glad You’re Here To Tell Us These Things.” - Han Solo
When Han and Chewie land the Falcon in what they think is a cave (but turns out to be the mouth of a “space slug”), the whole ground shakes. C-3PO tells Han, “Sir, it’s quite possible this asteroid is not entirely stable.”
Han’s hilariously sarcastic response about the obviousness of Threepio’s observation is bolstered by Harrison Ford’s pitch-perfect deadpan delivery.
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