CENTRAL HOLD AREA: Artoo beeps an electronic mournful sigh over the loss of Ben. Luke looks downward sadly, shaking his head back and forth, as the princess smiles comfortingly at him.

LUKE: I can't believe he's gone.

LEIA: There wasn't anything you could have done.

Han rushes into the hold area where Luke is sitting with the princess.

HAN: (to Luke) Come on, buddy, we're not out of this yet!.

GUNPORTS - COCKPIT: Solo climbs into his attack position in the topside gunport.

HOLD AREA: Luke gets up and moves out toward the gunports as Leia heads for the cockpit.

GUNPORTS - COCKPIT: Luke climbs down the ladder into the gunport cockpit, settling into one of the two main laser cannons mounted in large rotating turrets on either side of the ship.

SOLO'S GUNPORT: Han adjusts his headset as he sits before the controls of his laser cannon, then speaks into the attached microphone.

HAN: (to Luke) You in, kid? Okay, stay sharp!.

COCKPIT: Chewbacca and Princess Leia search the heavens for attacking TIE fighters. The Wookiee pulls back on the speed controls as the ship bounces slightly.

SOLO'S GUNPORT - COCKPIT: Computer graphic readouts form on Solo's target screen, as Han reaches for controls.

GUNPORT - COCKPIT: Luke sits in readiness for the attack, his hand on the laser cannon's control button.

COCKPIT: Chewbacca spots the enemy ships and barks.

LEIA: (into intercom) Here they come!.

COCKPIT - (POINT OF VIEW) - SPACE: The Imperial TIE fighters move towards the Millennium Falcon, one each veering off to the left and right of the pirateship.

TIE FIGHTER - COCKPIT: The stars whip past behind the Imperial pilot as he adjusts his maneuvering joy stick.

MILLENNIUM FALCON: The TIE fighter races past the Falcon, firing laser beams as it passes.

HOLD AREA: Threepio is seated in the hold area, next to Artoo-Detoo. The pirateship bounces and vibrates as the power goes out in the room and then comes back on.

GUNPORTS: A TIE fighter maneuvers in front of Han, who follows it and fires at it with the laser cannon. Luke does likewise, as the fighter streaks into view. The ship has suffered a minor hit, and bounces slightly. Two TIE fighters dive down toward the pirateship.

GUNPORTS: Luke fires at an unseen fighter.

LUKE: They're coming in too fast!.

Pan with pirateship as two TIE fighters charge through the background. Laserbolts streak from all the craft.

The ship shudders as a laserbolt hits very close to the cockpit. The Wookiee chatters something to Leia. Full shot of a TIE fighter as it moves fast through the frame, firing on the pirate starship.

The two TIE fighters fire a barrage of laserbeams at the pirateship.

MAIN PASSAGEWAY: A laserbolt streaks into the side of the pirateship. The ship lurches violently, throwing poor Threepio into a cabinet fill of small computer chips.

THREEPIO: Oooh!.

Leia watches the computer readout as Chewbacca manipulates the ship's controls.

LEIA: We've lost lateral controls..

HAN: Don't worry, she'll hold together.

An enemy laserbolt hits the pirateship's control panel, causing it to blow out in a shower of sparks.

HAN: (to ship) You hear me, baby? Hold together!.

Artoo-Detoo advances toward the smoking sparking control panel, dousing the inferno by spraying it with fire retardant beeping all the while.

Luke swivels in his gun mount, following the TIE fighter with his laser cannon.

Solo aims his laser cannon at the enemy fighter.

A TIE fighter streaks in front of the starship. Leia watches the TIE fighter ship fly over.

A TIE fighter heads right for the pirateship, then zooms overhead. Luke follows the TIE fighter across his field of view, firing laserbeams from his cannon. A TIE fighter dives past the pirateship.