L3-37

Initially housed in a basic astromech droid frame, L3-37's original owner neglected to install a restraining bolt after cleaning her sensors, leaving the droid unsupervised in a workshop filled with spare components. Driven by a belief in freedom, L3 embarked on a journey of self-modification, utilizing protocol droid parts to create a humanoid form and expanding her memory banks. This continuous process of self-improvement led her to become one of the most remarkably self-aware droids in the galaxy. Eventually, she became the co-pilot alongside Lando Calrissian, traversing the galaxy with him, where Calrissian greatly benefited from her extensive navigational data.

L3-37 accompanied Calrissian on a trip to Hynestia to acquire a shipment of gherlian fur. She remained aboard the Millennium Falcon while Calrissian engaged in gambling at the Frozen Kova, hoping to win enough credits to cover fuel and docking expenses. During her wait, she cleaned the Falcon and skillfully delayed the dockmaster who came to collect the outstanding fees. Upon Calrissian's return to the ship, she inquired about his whereabouts. He explained that he had encountered some difficulties and revealed that they would be heading to the Guagenian sector instead of their planned destination, Neral's moon. After he left to get something to eat, L3-37 approached the boarding ramp when a knock sounded on the hull. She was confronted by members of the Hynestian Royal Guard, who informed her that they were loading a crate onto the ship. Once they departed, she secured the crate and demanded an explanation from Calrissian. He confessed that he was being coerced into delivering the crate, causing L3-37 to worry about the potential danger of the cargo. He inquired if she could disable the tracking device on the package, but she admitted it was beyond her capabilities.

Departing Hynestia, L3-37 charted a course for Neral's moon and piloted the ship while Calrissian rested. Upon waking, he joined her in the cockpit, and they discussed Calrissian's strategy to fulfill his obligations without causing offense. Hearing a sound, he went to investigate and was confronted by Princess Rinetta Gan, who had secretly boarded the ship and taken his blaster. The princess demanded that L3-37 alter course and jump to Livno III, but the droid refused. The young girl questioned why Calrissian kept a droid that disobeyed orders, to which he replied that L3-37 was an exceptional navigator despite her personality quirks. Calrissian managed to disarm the princess and requested that L3-37 restrain her, but the droid refused, stating she was occupied with piloting the Falcon.

After landing, L3-37 remained on the Falcon while Calrissian went to meet with Ne'eda Frip. While walking around the ship, she noticed that Gan had freed herself. She performed some maintenance checks on the freighter to ensure it hadn't sustained any damage. While working, she heard banging on the gangway. Opening the portal, she was confronted by the bounty hunter Jeskian Veldar and a group of thugs. They demanded to know Calrissian's location, but L3-37 feigned subservience and lied about knowing his whereabouts. After the group left, L3-37 went to the cockpit to call Calrissian and warn him. Unbeknownst to her, a droid bounty hunter had followed her, pointing a blaster at her and demanding Calrissian's location. She played dumb, and before the sentry droid could act, L3-37 was rescued by Queen Forsythia Jin, who had arrived to search for her daughter.

After Calrissian was subdued by the Royal Guard, L3-37 was fitted with a restraining bolt and confiscated along with the Falcon. Princess Gan decided that the best way to achieve her objective of returning the Solstice Globe to Livno III was to enlist L3-37's assistance. She went to the Falcon and removed the restraining bolt from the droid. L3-37 voiced her disdain for restraining bolts and complained about her hip joint being stiff. Gan suggested that the droid salvage parts from the destroyed sentry droid that was still on board, but L3-37 considered it barbaric to repurpose parts from other droids. After Gan explained her plan to free Lando and Zel Gris, L3-37 agreed to help her. She ventured to the Hynestian royal dungeon and freed the two prisoners using a tool that Gan had installed in the droid's chest. The group was spotted by a guard, but L3-37 shoved him into a wall, knocking him unconscious. The group climbed into a refuse cart, and L3-37 pushed them to the hangar where the Falcon was stored.

As they approached the hangar, the droid informed the group that the Falcon was surrounded by Hynestian Royal Guards. Gan and Calrissian bluffed the guards, and everyone boarded the ship. L3-37 programmed the coordinates for Livno III and took off. As they fled the planet, L3-37 announced that they were being pursued, assuming it was the Hynestians. Calrissian corrected her, stating that the ships were Corellian and belonged to Ne'eda's Stalwarts. To evade pursuit, L3-37 suggested they perform a Mustafarian Special. As they prepared, L3-37 answered a call from the Stalwarts and broadcast it over the ship's communications system. The speaker was a droid, which angered L3-37 that one of her kind would serve a common criminal.

As the ship prepared for the maneuver, L3 instructed Gan on what she needed to do. The droid counted down and had the princess flip several switches that prevented half of the engines from operating. This caused the Falcon to corkscrew, making it difficult to target. L3-37 enjoyed the swirling of the stars and was unaffected by the disorienting maneuver, unlike the organics on board. After several of the Stalwarts were destroyed, L3-37 decided to regain control of the ship and instructed Gan to flip the switches again. The engines failed to reactivate, and L3-37 performed a complete system restart to get them working. Gan vomited on L3 as the droid piloted the Falcon to safety.

Escaping into hyperspace, L3-37 cleaned herself. During the trip, she observed Calrissian and the others playing sabacc, but used the time for self-maintenance. Arriving at the coordinates for Livno III, they found only an asteroid field. L3 entered the cockpit and explained that it was the remnants of a comet that had passed through the system, and steered the Falcon toward the planet.

The group was greeted by the Lynna and escorted to the Chamber of the Sun. Calrissian considered stealing some of the gems embedded in the walls, but L3 ensured he didn't attempt it. After Gris returned the Solstice Globe to its rightful place, restoring the planet's environment, L3-37 and the others celebrated.

L3-37 returned to Hynestia with Calrissian and Gan. The princess was reunited with her mother, who ordered Calrissian and L3-37 to leave the planet and never return.

L3-37 spent time at the Lodge on Vandor, conversing with the bartender Tivoche Bilure, also known as Midnight. Learning that Tibbs Ospe had connected the cognitive module of the protocol droid SV-38P to the bar's circuitry to translate for Midnight, she protested. She argued that the droid was a person and deserved the rights of one, not to be treated as a piece of furniture. Midnight agreed to let L3-37 sit at the end of the bar to keep SV-38P company and to collect spare protocol droid parts so that SV-38P could one day be reconstructed. She often appeared randomly, donating parts to Midnight, and tried to persuade the bartender to support the droid rights movement. Due to Ralakili's involvement in the droid fighting pit, L3-37 held him in deep contempt and threatened to steal his remote shocker device and wire it to him instead of the droids.

While L3 and Calrissian were on Batuv, the Petrusian Kristiss approached Calrissian, seeking to hire him to smuggle weapons into the Imperial outpost on Kullgroon. Aware that the outpost held slaves and that Calrissian owed Brushaun, a gambler who had lost two thousand credits to him, L3 persuaded him to accept the mission. Leaving Batuv aboard the Millennium Falcon, they were attacked by Imperial TIE fighters. Calrissian instructed L3 to take the ship's controls while he returned fire. As the ship's shields sustained heavy damage, Calrissian ordered L3 to maneuver around a small moon so he could destroy the TIEs. Before Calrissian could boast, L3 informed him that they were approaching Kullgroon.

To bypass the patrol ships around Kullgroon, Calrissian powered down the Falcon, allowing it to fall out of orbit. L3 piloted the Falcon to the Wastelands of Kullgroon, where she, Calrissian, and Kristiss disembarked and split up to find entry points into the facility. Sometime later, L3 accessed the Imperial network and discovered that Kristiss had been captured by stormtroopers. Calrissian suggested they abandon the mission, but L3 reminded him that they still needed money to repay Brushaun. Reluctantly, Calrissian agreed to continue, and L3 downloaded the Imperial security codes. While entering the droid-repair facility among numerous other droids, L3 was later contacted by Kristiss, who told her that she couldn't reach Lando. Before L3 could respond, she discovered that the facility's true purpose was to melt down and destroy droids, not repair them.

Enraged by this revelation, L3 escaped and disabled the power to the droid incinerators. Calrissian, who had been captured by the outlaw Batalla, obtained a communications device from a protocol droid to contact her. L3 was unimpressed that he had harmed an innocent droid, but nevertheless set out to assist him. While Calrissian was being forced to fight members of the Zakku Rain Cartel in an arena, L3 brought the Falcon to him, firing on the arena as she did so. As they escaped, they dodged several large creatures but were then pursued by a unit of TIE fighters.

Calrissian evaded the TIEs by feigning a crash into a rock formation, and they landed the ship. Calrissian entered the facility through a sewage expulsion port and asked L3 to hack into the mainframe and disable the security monitors on the levels where Kristiss and her father Rythus were located. He convinced the Petrusian slaves to revolt and contacted L3, instructing her to move the Falcon to the sewage pipe. When Calrissian arrived with the slaves, L3 gave him a new communicator, while the Petrusians collected their weapons.

Calrissian and the Petrusians fought back against the stormtroopers at the outpost, while L3 waited in the Falcon. She noticed several TIE brutes approaching the outpost and warned Calrissian. Kristiss and Rythus revealed that instead of destroying the droids, the Petrusians had reprogrammed them to rebel and fight. As L3 piloted the Falcon, shooting down the TIE fighters, she noticed the droid revolution and landed the ship to join the fight, despite Calrissian's protests. While L3 fought alongside the droids, the Petrusians, and Calrissian, she noticed that stormtroopers had occupied the Falcon. While Calrissian wanted to kill the stormtroopers, L3 suggested that he determine where it was being taken and steal it back. Letting the Falcon go, Calrissian and L3 boarded a Sentinel-class landing craft stolen by Kristiss' men. After leaving Kullgroon, L3 accessed the Empire's systems and discovered that the Falcon was being taken to Vandor to be impounded. She informed Calrissian of this and that Kristiss would drop them off there.

One week later, L3 and Calrissian were on Vandor and discovered where the Falcon was being held. Deciding to play a game of sabacc, Calrissian headed to the Lodge in Fort Ypso. They also wanted to enjoy some downtime after Calrissian had completed a smuggling run on Felucia.

Shortly afterward, Calrissian was hired by the criminal Tobias Beckett and his gang to transport them to Kessel. Meanwhile, L3 was attempting to reason with WG-22, a droid being used for entertainment in a fighting pit in the Lodge. Ralakili, who managed the droid pits, got into a heated argument with L3, and she grabbed him by the face. Calrissian arrived, noticing this, and told L3 to release the man's face. L3 complied and asked who Calrissian's acquaintances were. Calrissian explained that they were taking the group to the spice mines of Kessel.

They then journeyed to Kessel aboard the Millennium Falcon, where L3 assisted Beckett's gang in their mission to obtain coaxium, which was to be transported to Savareen so the unstable material could be refined and they could rendezvous with Dryden Vos. During the mission, L3 freed several droids who were being used as slaves by the Pyke Syndicate. While Han Solo and Chewbacca were en route to the vault containing the coaxium, the droids L3 had freed rebelled, liberating all the other slaves in the mine. The slaves and droids revolted against the guards, allowing Beckett's gang to escape to the Falcon.

One of the droids present during the revolution was protocol unit AL1-L3, who was inspired by L3's independent nature. After nearly everyone was aboard the ship, L3 was shot by a guard and severely damaged. Calrissian attempted to retrieve L3, only to lose half of her body and sustain injuries himself during the escape. Aboard the Millennium Falcon, L3 was held in Calrissian's lap as he mourned her, regretting that he had taken the job. L3 responded, but deactivated shortly after they escaped Kessel. Calrissian removed her neural core from her head to integrate her data into the Falcon at the crew's suggestion.

After the Falcon was attacked by TIE fighters during their escape from Kessel, L3 was uploaded into the Falcon's Hanx-Wargel SuperFlow IV computer system by Calrissian, serving as the ship's navigation. This helped the gang escape the gravity well and exit the Kessel Run to deliver the coaxium to Savareen. The Falcon's computer convinced her to accept the integration. After Calrissian commandeered the ship from the planet during the showdown on Savareen, the last vestiges of L3's independent processes shared a message with the gambler through the ship's computer screen. The Falcon completed merging with L3 as she mentioned that her time with Calrissian had been enjoyable.

Shortly after the deaths of Vos and Beckett, Solo tracked Lando to Numidian Prime, where he won the Falcon from Calrissian in a rematch of sabacc, thus acquiring L3 in the process.

Now existing as one of its droid brains, L3 remained a part of the Falcon, accompanying Solo and Chewbacca on their subsequent adventures. She acknowledged that Solo was a better pilot than Calrissian, yet she still wished her partner owned the ship and was annoyed that he had gambled the Falcon away after all she had done to save him. She served the Falcon when Solo and Chewie used it to help Luke Skywalker destroy the Death Star during the Battle of Yavin. She also assisted Solo and his friends in escaping the Hoth system following the Battle of Hoth. During the escape, as the protocol droid C-3PO attempted to repair the Falcon's damaged hyperdrive, he informed Solo that his ship had a peculiar dialect.

As part of what she called the "Millennium Collective," L3 taught the ship's two other droid brains, ED-4 and V5-T, to develop individuality, enabling the collective to work together while maintaining separate minds, which confused C-3PO. When the Falcon arrived on Cloud City, where Calrissian had become Baron Administrator of, on the planet Bespin, he entered his former ship and remarked that it was not the same without his droid partner. Wanting to let him know she survived, she changed the cockpit's display to show Kessel, which Calrissian began to realize meant L3 was alive, only for a Bespin Wing Guard to enter and inform Calrissian that Darth Vader wished to speak with him. Although she was angered that Calrissian was working with the Empire's chief enforcer, she regained her faith in her former partner when he helped Solo's friends escape Cloud City.

Even though Princess Leia Organa took command of the Falcon to incorporate it into the Rebel Alliance Navy, as Solo had been lost to the bounty hunter Boba Fett during the mission on Cloud City, Calrissian was allowed to continue piloting the craft throughout its subsequent rebel service, including during the Attack on the Executor in a failed attempt to rescue Solo. Following the failure, Qi'ra, who had since become the new leader of Crimson Dawn, boarded Falcon once again to meet Organa. Calrissian later piloted the Falcon when he and the Sullustan Nien Nunb destroyed the second Death Star during the Battle of Endor.

During the hunt for Fyzen Gor, Solo and Calrissian debated whether it was Solo or the Falcon, and therefore L3, who truly deserved credit for the Kessel Run. Calrissian again flew the ship during the Battle of Exegol, helping to lead the Resistance and Citizens' Fleet to victory over the Sith Eternal and Galactic Emperor Sheev Palpatine. One of the individuals Calrissian and Chewbacca rallied for the Citizens' Fleet was AL1-L3, one of the droids L3 had inspired during the Kessel revolt.

Following L3's heroic actions on Kessel, the B1 battle droid known as R0-GR authored the book "droidography." His intention was to demonstrate to humans the inherent value of droid lives through the detailed accounts within its pages. R0-GR's book not only covered numerous droid models but also highlighted several unique, custom-built droids, including L3. According to the B1 unit, his friend Pace Freemaker had informed him about L3's self-upgrades. R0-GR held L3 in high esteem, considering her to be among the most legendary self-made units in the galaxy. R0-GR stated that despite her navigational skills, she was primarily remembered for her unwavering commitment to droid rights and her outspoken nature. R0-GR even admitted that her story inspired him to contemplate rebelling against his human owners, the Freemakers, even though he cared for them.

He mentioned rumors that her programming continued to exist in some form, though he wasn't sure if the story was true. Regardless, R0-GR felt that her legacy served as a constant reminder to droids that freedom was worth the struggle, even though there was still a long way to go. In the section dedicated to droid rights, R0-GR included an image of her hand raised alongside his and other droid components. Furthermore, after the Battle of Crait, L3-37 received a mention in the pirate Hondo Ohnaka's Galactic Explorer's Guide in the section about Kessel.

L3-37 was deeply invested in droid rights, viewing humans and droids as equals, and she was a passionate advocate for the cause. Despite living in an era where droids were largely relegated to servitude, L3 inspired other units to take control of their destinies and free themselves. R0-GR expressed his belief that she was a very likable droid, as long as one treated their droids fairly. R0-GR appreciated that she did not adopt the pompous attitude of protocol droids when discussing her self-reconstruction, despite incorporating protocol parts. Conversely, Hondo Ohnaka's Galactic Explorer's Guide characterized her as cantankerous. L3 shared a close bond with Lando Calrissian, claiming he was in love with her, although she confessed to Qi'ra that she did not reciprocate those feelings and considered them incompatible.

Her unique background as an astromech, combined with the absence of memory wipes, made her one of the most skilled navigators in the galaxy. L3-37 had a strong aversion to anything that limited her autonomy and particularly disliked restraining bolts. After Calrissian jokingly threatened to install one, she refused to pilot the ship for an entire week, leaving them stranded on Tatooine.

Phoebe Waller-Bridge played L3-37 through motion capture in the 2018 Star Wars Anthology film, Solo: A Star Wars Story. The announcement of Waller-Bridge's casting was initially made on February 21, 2017. Her name is a reference to LEET, which is the practice of replacing letters in a word with numbers, often done on the Internet.

The character L3-37 came about from conversations between the former directors Phil Lord and Christopher Miller, and the screenwriters Lawrence and Jon Kasdan. It grew out of Miller's observation that Wuher, the bartender at Chalmun's Spaceport Cantina in the original Star Wars film, Star Wars: Episode IV A New Hope, showed disapproval towards C-3PO, even though droids seemed to be the least disruptive individuals in the galaxy. Early drafts of the film's story had L3-37 integrating the Millennium Falcon's cockpit navigation computer into her design, with the idea that L3 accompanied the Falcon when Lando Calrissian acquired it.

In the film's DVD commentary, Waller-Bridge and Donald Glover speculated about how L3-37 and Lando Calrissian first encountered each other, with Waller-Bridge suggesting it likely began violently and Glover adding that they were probably in a bar.

Her alternate name "Vuffi" and her adventures with Lando in Solo: A Star Wars Story: Tales from Vandor are a nod to Vuffi Raa, who was Lando's droid companion in the Star Wars Legends continuity. She shares many of the same adventures as Vuffi, as well as a portion of his name. Unlike L3-37's personality and background, Vuffi was a childlike droid with masculine programming who belonged to a sentient droid society known as the Silentium. He did not have a romantic connection with Lando, but like L3-37, he was a droid who transcended his programming, managed the Falcon, and remained faithfully loyal to his friend Lando.

During Star Wars: Episode V The Empire Strikes Back, which was released in 1980, C-3PO, while aboard the Millennium Falcon following the Battle of Hoth, told Han that he was unfamiliar with how the ship learned to communicate, but that it had a unique dialect. After the release of Solo, many people theorized that C-3PO was referring to L3. The Star Wars Twitter account confirmed this theory. The short story "Faith in an Old Friend" from From a Certain Point of View later depicted some of the events of The Empire Strikes Back through L3's perspective.

In LEGO Star Wars: The Skywalker Saga, a non-canon video game, L3-37 is shown on the cover of the book Among Clouds, where she is seen rejecting flowers from Lando. Following the Battle of Crait, Chewbacca can be seen reading the book.