The genius of The Empire Strikes Back is its simplicity. It basically takes place in only three places. The main characters spend the majority of the film apart. But within that incredibly tight structure you get a surplus of darkness, mystery and character. Welcome to our Star Wars rewatch!

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When you think about it, pretty much everything you love about Star Wars is from The Empire Strikes Back. Yes, the original film introduced the characters, ships and many of the ideas. But everything that was old is elevated here, and so much of what’s new has become legendary.

You love Darth Vader, right? Well, he’s in only a handful of scenes in Star Wars. But in The Empire Strikes Back, he’s all over it. He’s killing Imperial Officers left and right. He gets down and dirty both on Hoth and Cloud City. He even gets his own musical theme courtesy of John Williams, The Imperial March.

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Boba Fett rules, yes? Well, he gets introduced in a big way here, sporting one of the coolest costumes and ships ever. He’s also seen along with a slew of other bounty hunters that are simultaneously crazy to look at but also make you realize how much bigger this universe really is.

Then there’s Yoda, arguably one of the most quoted and famous characters ever. He’s a major player in The Empire Strikes Back and gives audiences a way to finally starting understanding The Force and what it means to be a Jedi. Those are each massive concepts that are mostly on the fringes of the first movie.

But that’s just the start. Princess Leia kicks ass in the first movie but she’s still only in a few scenes. Here, we actually get to spend time with her. Get to know her. See what makes her tick. And her interactions with Han Solo throughout the film have a Howard Hawkes, Billy Wilder, screwball comedy vibe. Harrison Ford and Carrie Fisher make you laugh and care for a couple in a way that’s rare in science fiction. Their chemistry is so electric that by the time they finally declare their love for each other, it’s not just believable, it’s heart-breaking.

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And of course, you can’t forget about Lando. He’s arguably the fourth most important Rebel and we don’t meet the suave, double-crossing former owner of the Millennium Falcon until the middle of the second movie in the trilogy. It’s a late entry, but he provides a great burst of energy and almost completely changes the dynamic we’re already used to.

Want to talk about iconic imagery? There’s no end to it here: Hoth. Dagobah. Cloud City. The Space Slug. Han Solo in Carbonite. Tauntaun guts. Super Star Destroyer. Bossk. Boba Fett. Slave 1. AT-ATs. Lobot, the list goes on and on.

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Empire also continues what’s great about the first movie, which are mysteries. Who is the other that Yoda speaks of? Is Darth Vader really Luke’s father? What’s the deal with Boba Fett? Will Han get away from Jabba? Why does Darth Vader’s head look like that? What does the Emperor have in store for Luke?

Add onto the pile with a ton of huge surprises. Of course, the movie is best known for one of the biggest reveals in movie history - Darth Vader being Luke Skywalker’s father. But that’s just the cherry on top. Lando double crosses his friends. The Millennium Falcon isn’t in a cave. Luke’s head is in Darth Vader’s helmet. That weird green guy is the galaxy’s most powerful Jedi. The good guys lose!

The action scenes are fantastic too. Hoth has such an awesome build and really takes the audience into the action. The Millennium Falcon chase scenes are riveting because of the constant threats. Plus, the Darth Vader/Luke Skywalker lightsaber duel feels so much more real and grounded because of its pacing. You’re on the edge of your seat the whole time.

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And yet, even with all that, there something more that makes The Empire Strikes Back so fantastic. It’s how the film punishes our characters. In very first scene of the movie, Luke Skywalker gets attacked and captured. Han Solo’s first real dialogue scene is about him being on the run. The Rebels are forced to leave their base on Hoth. The Millennium Falcon gets attacked and has constant troubles with the hyperdrive. Han and Leia are betrayed by Lando. Han is tortured. C-3PO gets blown up. Han is kidnapped. Luke loses his hand and Darth Vader reveals his true identity. We become bigger fans of these people because we see them go through hell.

It’s just a cavalcade of downer moments. And yet, we get to know the characters better because we see how they respond to this kind of adversity. A happy ending is never quite as compelling as something dark and evil. The Empire Strikes Back is as dark and evil as Star Wars gets.

Who gets the credit here? Everyone. Director Irvin Kershner brings a wholly new energy to the franchise from George Lucas’ optimistic original. Lucas’ story, though, is daring and character development emotional. The actors all bring their A-games, the costumes and sets are absolutely amazing and, as usual, John Williams crushes it on the soundtrack.

So is there anything wrong with The Empire Strikes Back? Not...really? If we want to nitpick (and why not?), I’m still not sure how a Wampa would know to take a lightsaber off of someone. Or why Luke leaves the Wampa cave in the first place. Or how Han got his hands free in the carbon freeze chamber. Or why Darth Vader stopped Boba Fett from shooting Chewie. There are tons of stupid questions like that throughout the movie. But they’re nothing. Minor things fans can easily forgive or figure out.

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The fact of the matter is this. The original Star Wars is a revelation but The Empire Strikes Back surpasses it. It does so by being a different, darker adventure. Stakes are heightened, characters are built, questions are answered and more are posed. You’re totally satisfied at the end but also incredibly anxious to see what happens next. The Empire Strikes Back is what’s not only great about Star Wars, it’s what’s great about movies.

Next week, the end:


Contact the author at germain@io9.com.