The masked kidnapper takes R2-D2 and the broken-down droids to the abandoned droid foundries on Geonosis. R2 manages to transmit his coordinates to C-3PO and Chewbacca aboard the Millennium Falcon in space. Chewie and 3PO are joined by the Sullustan rebel Nien Nunb. Following R2's coordinates, the rebels take the Falcon into hyperspace. 3PO wishes that they don't have to travel to Hoth and relates his experiences of the Battle of Hoth and adventures on Cloud City to Numb.
Darth Vader had sent probe droids throughout the galaxy to hunt down the Rebel Alliance. One probe droid lands on Hoth while Luke Skywalker and a tauntaun hide under a giant sign. Meanwhile, at Echo Base, Han Solo and Leia Organa argue about Han leaving the Rebellion in order to pay off his debts to Jabba the Hutt. 3PO and R2-D2 then inform Han that Luke has not returned from his tauntaun patrol. Han leaves on a tauntaun to find Luke.
Meanwhile, in the wampa cave, the Force spirit of Obi-Wan Kenobi tells Luke to go to Dagobah to find Jedi Master Yoda. Kenobi also instructs Luke to use the Force to summon his lightsaber and flee the cave. Luke escapes the wampa and encounters Han in the frozen wilderness. The two rebels then encounter an Imperial probe droid and try to fool it into thinking they are visitors. However, the Empire is not fooled and launches an attack on Echo Base,
During the battle, Luke and the other rebel pilots fly snowspeeders and use tow cables to trip a few AT-AT walkers including General Maximilian Veers' one. However, Luke's speeder is soon shot down. At Echo Base, C3PO, Han, Leia, and Chewbacca prepare for take-off on the Millennium Falcon but the ship's engines are not working; prompting Han to complain about "stupid claw hands." Elsewhere, Luke uses a grappling hook to plant a bomb under an AT-AT walker, which explodes and transforms into a LEGO house. Shortly afterward, Luke and R2 escape the battlefield in a T-65B X-wing starfighter.
Back at Echo Base, the Falcon manages to flee just as Vader and several Cold weather assault stormtroopers enter the base. Vader criticizes the snowtroopers for not being very good shooters and orders them to throw snowballs at his feet once they have been set aflame. Meanwhile, the Falcon is pursued by several TIE fighters and Star Destroyers in space. On Dagobah, Luke and R2 encounter Yoda and whine about Yoda's "grubby mud hut." Yoda sighs about Luke's impatience to Master Kenobi and vows to teach him manners. In space, the Falcon manages to lose their Imperial pursuers, but 3PO is pessimistic about their chances of survival, and they are able to escape once the crew have realized that they have ended up in the mouth of a space slug.
Vader hires bounty hunters to track down the Millennium Falcon, for which they will be rewarded handsomely. He suggests spending the reward on shoes for Bossk's bare feet. One of them, Boba Fett, is able to track the Falcon down and gets into a heated row with Vader after confusing him for Dengar.
Back on Dagobah, after building a couch for Yoda and R2, Luke foresees that his friends will end up in a trap set up by Vader and prepares to leave. The spirit of Obi-Wan, still upside down from confronting Luke in a the wampa cave, worries to Yoda that he is their last hope. However, Yoda adds that there is another, and they both guess who it could be.
Arriving on Cloud City, Han is greeted by Lando Calrissian, who is both happy and angry to see him. He leads them into the dining room where Vader is refusing all suggestions from the menu by a maître d'. Furious at having his timing messed up by the unexpected arrival of Lando's guests, Vader deflects a bolt from Han's blaster that decapitates 3PO. Vader announces his plot to have Luke frozen in carbonite to be delivered to the Emperor, yet when Han asks teasingly if he can test it on someone first, Vader sees a perfect candidate and has him frozen in carbonite for delivery to Jabba. Luke arrives just in time to face Vader while his friends fight back at the stormtroopers.
The duel between Luke and Vader takes them into the extension catwalk where the younger is disarmed. Vader is intrigued to find out from Luke that he killed his father, but before he can reveal his true identity, he is interrupted for the second time by the maître d'. With his timing ruined once again, Vader retaliates by Force pushing the man back into the core tunnel, alone with his chance at properly revealing his identity to Luke. At first Luke laughs it off, but Vader's serious tone suggests otherwise, and, refusing to join him, Luke leaps to his apparent suicide, but is saved by a weather vane and an on-ride camera to go with it. He calls to Leia for help and they escape together. 3PO is happy to see R2 again, but resumes his gloomy mood when word from Luke and Leia gets to him that the Alliance is in tatters.
In the end, it is revealed that Lando Calrissian is the "mysterious captor," using extra money from recycled droids to rebuild Cloud City's mining facility with an unknown business partner. However, R2 had willingly gone along in order to help Lando tinker with the old droids. Their elation at reuniting with R2 is short-lived when General Veers appears, revealing himself as Calrissian's dealer. General Veers plans to use the recycled droids' parts to rebuild the Separatist Droid Army in order to restore the Empire. He experiments by throwing a GNK-series power droid onto the conveyor belt, where it is modified with the head, arms and firearm of a B1.