The movie begins just as the rebels destroy the Death Star. Luke Skywalker and Han Solo fly back to the rebel base on Yavin 4, where Princess Leia Organa is briefing the rebel troops. She says that, since the rebels destroyed the Death Star, the Empire is probably planning a counter-strike, so all the rebels should evacuate to their secret base on Hoth. As they do this, Luke, R2-D2, Han, and Leia will attack a stormtrooper base on Naboo, with Han and Leia gathering Gungan Warriors and Luke and R2-D2 finding the base's location. As they all leave hurriedly, they leave behind C-3PO, who is devastated until he finds out that Chewbacca and the Millennium Falcon have also remained behind.
Han and Leia meet with Boss Nass and the Gungan warriors that would be assisting them. Luke finds the Imperial base, but as he tries to contact Han and Leia regarding its location, his location is given away by some fangirls of his. He tries to flee from them, attempting to wear a Darth Vader costume, though this fails and he is forced to flee the planet.
Meanwhile, Darth Vader confronts his officers on an Imperial Star Destroyer, Admiral Piett, Admiral Ozzel, and General Veers. Admiral Ozzel assures him that he sent probe droids to track Skywalker, though the Skywalker that the droids were tracking was Anakin Skywalker, Darth Vader. In anger, Vader warns Ozzel that he has failed him for the last time, but Firmus Piett taunts him over the fact that Ozzel will fail them again if he lives, leading to a fight which Vader puts an end to. Later, Emperor Palpatine arrives and plans to rebuild the Death Star out of LEGO pieces with Darth Vader and Darth Maul, whom Vader is surprised and upset to hear has returned. Maul and Vader soon develop a sibling rivalry, and Vader jumps at the opportunity to leave and hunt down the Millennium Falcon, which had left Yavin 4 after C-3PO misinterpreted a message Luke had sent him as a cry for rescue.
While flying, Luke's X-wing starfighter and Darth Vader's TIE Advanced collide, resulting in Vader crash-landing on Tatooine and Luke crashing into a Star Destroyer, where, still in his Darth Vader costume, is mistook by the Imperials on the ship for Darth Vader. On Tatooine, Vader is captured by Jawas, who attach droid pieces to him and attempt to sell him. Vader, however, uses the force to free himself and construct a podracer to escape on.
On Naboo, Leia, Han, and the Gungan warriors go to Luke's last destination, finding the stormtrooper base and planning a surprise attack, only for Chewbacca and C-3PO to crash land the Millennium Falcon on them, alerting the stormtroopers and starting a battle, resulting in the heroes being forced to surrender. However, Luke arrives in his Darth Vader costume and orders the stormtroopers' AT-AT Walkers to destroy the stormtrooper base. He then attempts to leave with the "prisoners", but Darth Vader arrives, unmasks Luke and starts dueling with him, while the Gungan warriors, Han, and Leia, with the help of X-Wing Starfighters, fend off the Imperials. Darth Vader is about to reveal that he is Luke's father, but C-3PO convinces Luke's young fans to annoy Vader instead by showing them a picture of Anakin Skywalker at age 19, forcing him to flee before he can tell Luke. Luke and his friends then leave the planet, taking out an Imperial Star Destroyer sent after them in the process.
Palpatine discovers that while Maul had been in charge of building the new Death Star, he had made it look like himself, which Darth Maul thought was "awesome", much to Palpatine's horror. Vader's fans cause him to fly into the "Darth Star", destroying it, and the debris hits the Star Destroyer's view-ports, creating a vacuum that sucks Darth Maul into space. Overjoyed at Darth Maul's disappearance and the destruction of Maul's Death Star, Palpatine hugs Vader and praises him. Soon, in the style of the awards ceremony at the end of A New Hope, Palpatine awards Vader the "Employee of the Month" award, and when Darth Vader's fans catch a glimpse of Vader's face beneath his mask, they are no longer crazed over him and chase after Darth Maul instead. Overjoyed with the recent turn of events, Vader pats the back of one of the stormtroopers standing attention at the event, inadvertently causing all of the stormtroopers to fall over like dominoes. Palpatine cries, "Vader!" angrily, ending the movie.
- The iTunes Store incorrectly states that the special came out in 2008, when it actually came out in 2012.
- This special premiered on Cartoon Network just a month before Lucasfilm Ltd. was sold to Disney, thus making The Empire Strikes Out as one of the last Star Wars productions to be made before the Disney acquisition.
The special featured many references to the Star Wars saga:
- Like in LEGO Star Wars: The Padawan Menace, the beginning has an opening crawl similar to the six Star Wars movies. However, the narrator from The Clone Wars is reading the opening crawl.
- Han and Luke both call Leia "sister" at one point, but when Luke says it, he senses that there is some irony in his words, referencing the discovery made in Star Wars: Episode VI Return of the Jedi that Luke and Leia are siblings.
- After getting mad at Admiral Ozzel, Vader says, "You have failed me for the last time," a line that he also said to Ozzel in Star Wars Episode V: The Empire Strikes Back.
- In the scene where Bib Fortuna is selling devices resembling iPhones, he speaks in Twi'lek. While the captions say that his words translated into "Do you want a cell phone?", this is a joke, as he says the exact same words in Return of the Jedi when greeting C-3PO and R2-D2, a case in which he was obviously not mentioning cell phones.
- R2 ejects Luke's lightsaber into the air for him to catch and use, a tactic they also used in Star Wars: Episode VI Return of the Jedi.
- Maul separates into two halves at the end, referencing his defeat in Star Wars Episode I: The Phantom Menace.
- When Han shoots a stormtrooper attempting to arrest him, C-3PO criticizes him for shooting first, sparking a debate between them. This is a reference to a change made in Star Wars Episode IV: A New Hope to have Greedo shoot first as opposed to Han, as George Lucas did not want to send the wrong message to viewers. This change has upset many fans, some of them claiming that Han shooting Greedo first was morally justified as it was obvious that Greedo would have killed him if he had not acted. Han uses an argument similar to this in his fight with C-3PO.
- When Darth Vader crash lands on Tatooine, he says "I've got sand up my NOOOOOO-se. Other than that, I feel peachy." This references Lucas' controversial addition of Darth Vader shouting "Nooooo" at the end of Return of the Jedi, as well as Vader's infamous cry of pain at the end of Revenge of the Sith.
- After being captured by Jawas, Vader wakes up to find himself hanging upside down on a cable attached to a Sandcrawler and use the Force to free himself like Luke wakes up after being attacked by wampa and finds himself hanging upside down in the wampa's cave and uses the Force to pull his lightsaber towards him and ignites it to cut himself free in The Empire Strikes Back.
- Darth Vader built the same podracer he when was a boy in Star Wars Episode I: The Phantom Menace and also says the line, "Now this is podracing!"
- When Vader and Luke duel, Luke shouts "Don't play nice with me, Vader. You killed my father!", prompting Vader to attempt to reveal the fact that he is Luke's father, mirroring the famous scene from Star Wars: Episode V The Empire Strikes Back. However, he is interrupted twice, by Luke's fangirls and 3PO, and is thus not able to reveal this information.
- The scene where the Jawas capture Darth Vader closely mirrors the scene in Star Wars Episode IV: A New Hope where they capture R2, even using the same sound effects.
- Luke screams in his X-Wing and crashes into a Star Destroyer closely mirrors the scene when Arvel Crynyd crashes his A-Wing into the Executor in Return of the Jedi.
- Also, after Luke's X-wing crashes, Admiral Piett says that he is honored by Luke (in a Darth Vader costume)'s presence, like Moff Tiaan Jerjerod said in Return of the Jedi.
- When Darth Maul appears, he is singing the word "awesome" to the tune of Duel of the Fates (the song from the duel scene in The Phantom Menace).
- A scene featuring TIE Fighters shooting at the Millennium Falcon also closely mirrors a similar scene in Star Wars Episode IV: A New Hope.
- Before the rebels destroy the Star Destroyer, Han says, "You're all clear, kid, now let's blow this thing and go home! Again," referencing his famous line near the end of Star Wars Episode IV: A New Hope.
- The "Employee of the Month" awards ceremony at the end of the special is similar to the medal ceremony at the end of Star Wars Episode IV: A New Hope.
- The name is a play on Star Wars Episode V: The Empire Strikes Back.
- The rebel pilots use a device similar to an iPhone to view a short clip of their next destination, Hoth. Viewed closely, it features an clip of Han's Tauntaun who died on Hoth in The Empire Strikes Back. Later in the special, stormtroopers are distracted by a stand selling similar devices.
- In the closed captioning, there were lines said in the phone scene they don't say, such as "look sir, droids!" and "dibs on the 4G!"
- At one point, Darth Vader appears late in a scene, prompting someone backstage to have to tell him that he is in the scene. This is a reference to a running gag in LEGO Star Wars: The Padawan Menace, where Vader would frequently do the opposite and appear in scenes he was not supposed to be in.
- In order to keep the young girls from following Luke, C-3PO shows them a picture of Anakin Skywalker from Star Wars Episode II: Attack of the Clones, which the girls immediately become infatuated with, causing them to chase after Darth Vader (Anakin Skywalker) instead.
- When Darth Vader is about to shoot Luke, he says "Now, I Have you now," a line he says in A New Hope.
- Like in "LEGO Star Wars: The Padawan Menace", R2 does not have his middle leg.
- During Vader's meeting with the officers, when Vader slips on his way to the bridge, you can hear a director giving him reprimands.
- When Luke accidentally pulls out his hand when a Tie Fighter shot at his X-Wing cockpit, it resembles Darth Vader cutting his arm in The Empire Strikes Back.
- Darth Maul's return reflects his return in the The Clone Wars TV series.
- Several actors from the films reprised their roles, including Anthony Daniels as C-3PO, Brian Blessed as Rugor Nass, Julian Glover as Maximilian Veers, Kenneth Colley as Firmus Piett, and Andrew Secombe as Watto. In addition, Sam Witwer reprised his roles as Palpatine and Darth Maul, and Matthew Sloan reprised his role as Darth Vader.
- Ahsoka Tano, Aayla Secura, and Padmé Amidala can be seen as some of Luke's fans, despite Aayla and Padmé's canon deaths nineteen years earlier.
- LEGO Star Wars: The Visual Dictionary: Updated and Expanded
- Star Wars Year By Year: A Visual History, New Edition