Occupation of Bespin

Back in 3 ABY, the Galactic Empire emerged victorious from the Battle of Hoth, compelling the Rebel Alliance to evacuate the planet. Darth Vader, the Imperial Fleet's Supreme Commander, was relentless in his pursuit of the Rebel leaders, particularly his son, the Jedi Luke Skywalker. He enlisted the services of the bounty hunter Boba Fett and other mercenaries to track down the Millennium Falcon, the starship used to transport the Rebel leaders. Fett observed the Falcon escaping the Imperial blockade around Hoth and correctly determined its destination to be Cloud City on the gas giant Bespin. Lord Vader managed to arrive before the Millennium Falcon and established an initial understanding with the Baron Administrator, Lando Calrissian. In exchange for ensuring the continued freedom of his colony, Calrissian would assist Vader in capturing the Rebels.

The Millennium Falcon, with Han Solo at the controls and the Wookiee Chewbacca as his co-pilot, successfully entered and landed in Cloud City. Leia Organa and the protocol droid C-3PO were also on board. The Baron Administrator greeted the crew as welcome guests, extending a particularly warm welcome to his longtime friend, Han Solo (though he initially feigned hostility due to a past incident involving Solo). They were provided with accommodation while their ship underwent repairs. After their arrival, C-3PO wandered off and was shot by a member of Gamma Squad, resulting in his dismantling. Chewbacca later intercepted C-3PO's remains, which had been sent to Cloud City's recycling area, and recovered the droid's parts. After some time, Calrissian invited them to a dinner, which turned out to be a trap orchestrated by Darth Vader. Upon seeing Vader in the dining room, Solo attempted to shoot the Dark Lord with his blaster. However, Vader effortlessly absorbed the bolts with his right hand and used telekinesis to pull the smuggler's blaster away from him with his left. Stormtroopers then surrounded the Rebels, ensuring their capture.

Later on, Lieutenant Sheckil informed Lord Vader about C-3PO's destruction. The cyborg visited the wreckage, reminiscing about the time when he had created the protocol droid as a young boy. He then ordered the droid to be returned to Chewbacca while he prepared to interrogate Solo. Vader intended to use the capture of Organa, Solo, and Chewbacca as bait to capture his primary target, Skywalker. Han Solo was indeed tortured, but not questioned, in order to elicit a response from Luke through the Force, thereby drawing him to rescue his friends. The Imperials sabotaged the repaired Millennium Falcon's hyperdrive to prevent it from escaping.

Vader proceeded to have Solo frozen in carbonite to determine whether the freezing methods would be effective on Skywalker. This was a critical component of his scheme, as he planned to either deliver his frozen son to the Emperor or modify his plans and transform him into his own apprentice to use against his master. He arranged for Boba Fett to transport Solo to the gangster Jabba the Hutt in order to claim Solo's bounty.

Vader's actions constituted a breach of his agreement with Calrissian, which he casually dismissed as a mere alteration of the deal. Shortly thereafter, Vader's expectations were realized when Skywalker's ship was detected approaching the city. As Vader departed to prepare for his confrontation with the young Rebel, he explicitly instructed Calrissian to keep Leia and Chewbacca on the planet, further violating their agreement.

Meanwhile, Skywalker landed in the city and briefly saw his friends being led away by Imperial troops under the command of Lieutenant Sheckil. He engaged in a brief exchange of fire with Boba Fett, who was protecting his cargo. Despite Princess Leia's attempt to warn him, Commander Skywalker continued deeper into the city, eventually finding himself in a carbonite processing chamber where he faced Lord Vader in lightsaber combat.

Recognizing the deteriorating situation, Lando Calrissian arranged for Helder Spinoza, Corman Jeihn, Pedar Solardo, Gir Endac, and Razell Tameron, members of the Bespin Wing Guard, to liberate Organa and Chewbacca from their Imperial escorts, leading to the arrest of Sheckil and his Imperial unit. However, Organa and Chewbacca remained distrustful of him due to his earlier betrayal of Solo, with the latter nearly strangling him to death. Calrissian eventually managed to convey that they still had an opportunity to rescue Solo from Boba Fett, prompting them to assist him in pursuing the bounty hunter. While escaping, Calrissian alerted the city's inhabitants to the Empire's takeover and advised them to evacuate before more Imperials arrived. Calrissian's announcement triggered mass panic, which aided the group in evading most Imperial patrols. Organa instructed the astromech droid R2-D2 to help open doors for her to reach the Millennium Falcon.

R2-D2 then attempted to access sockets connected to Cloud City's main computer to open the doors. However, due to C-3PO's misguided advice, the astromech droid inadvertently electrocuted itself at one of the sealed doors by accessing a power outlet instead. While pursuing Boba Fett, the bounty hunter returned fire and taunted them, asserting that Solo was now his and that no one would take his bounty. Just after accessing the landing pad for the Millennium Falcon, R2 also discovered information from Cloud City's main computer indicating that, while the hyperdrive had indeed been repaired, it had also been deactivated by the Imperials, and attempted to warn them. The Falcon then pursued Slave I, disabling its shields in a futile attempt to recover Solo.

The duel between Vader and Skywalker continued out onto a vast wind tunnel, where Luke would lose his right hand to Vader's lightsaber and learn the truth about his parentage. Despite Vader's invitation to join his side and help end the Galactic Civil War, Luke remained defiant and chose to sacrifice himself by falling from the platform they were on. As he plummeted towards the ground, he was sucked into one of the gas exhaust pipes and emerged below the city, clinging to a weather vane.

In a final act of survival, Skywalker contacted Princess Leia through the Force. Having escaped in the Falcon, she ordered the ship to search for him. As they were rescuing Skywalker and taking off again, four members of the TIE Fighter squadron, Obsidian Squadron, appeared off the tarmac and gave chase. The Millennium Falcon returned fire and shot down several TIEs. These fighters had already been deployed for patrol duty even before the formal takeover of the planet.

After escaping the planet, the Falcon encountered Lord Vader's flagship, the Executor, commanded by Admiral Piett, in orbit. As they attempted to flee into hyperspace, the crew discovered that Imperial technicians had repaired their hyperdrive but had also disabled it in case they tried to escape the city. As the Executor prepared to capture the ship with its tractor beam, R2-D2 managed to activate the hyperdrive, having been warned about the deactivation earlier by Cloud City's computer, and the Millennium Falcon escaped once again.

An Imperial strike force was assembled to seize control of the city. The TIE/D Defenders and TIE Interdictors created a landing zone by breaching the city's anti-air defenses and fighter cover. The strike force, a mixed contingent of stormtroopers equipped with repeaters, four dewback troopers, five ASP-7 labor droids, deployed from seven landing craft and dispersed. The landing craft also deployed four All Terrain Scout Transports, six All Terrain Personal Transports, four Phase II dark troopers, four Imperial Thermal Detonator Troopers, and two Heavy Imperial Missile Launcher Troopers. The city had six Gravity Control Centers strategically positioned throughout, and the Rebels planned to disable them to scuttle the city and prevent its takeover. After landing, the strike force engaged T3-B heavy attack tanks that were sent to confront them and repelled Lando's Commandos.

The Imperial strike force's bombers targeted a nearby tibanna gas platform and destroyed its storehouses to acquire additional resources. The strike force's labor droids established a base, and the force battled through the Rebel and Bespin Security Force defenders, destroying storehouses in the process to obtain more resources. Walls hindered the strike force's access to certain parts of the city; the strike force utilized their landing craft to reach those areas.

The strike force successfully reached the Gravity Control Centers, preventing their destruction. The Imperials also demolished the Bespin Government Center and constructed an Imperial Palace in its place to solidify their occupation.

Skywalker, Organa, Chewbacca, Calrissian, and the droids returned to the Alliance Fleet, where Skywalker received a prosthetic hand. With the Rebels defeated, the Empire assumed control of the city and the tibanna gas mines. Cloud City and its remaining inhabitants were forced to endure the occupation of an Imperial garrison under the command of Hugo Treece for numerous months, until the Liberation of Bespin, which resulted in the Empire's expulsion from the colony. Nevertheless, minor skirmishes occurred prior to its liberation, including a raid by the Rebel Alliance on the tibanna gas platforms shortly before the Battle of Endor, and an internal rebellion by the Ugnaught population caused by Treece unofficially transforming Cloud City into a slave camp due to his embezzlement of funds.

The occupation of Bespin was first depicted in the release of Star Wars: Episode V The Empire Strikes Back.

The 2001 video game Star Wars: Galactic Battlegrounds allows players to experience the occupation during the Darth Vader campaign. This campaign was also included in the game's 2002 expansion pack, Clone Campaigns. Players are tasked with establishing a base and securing the Gravity Control Centers. They have the option to build additional units and can also attack a mining platform to acquire resources. To complete the mission, at least half of the six Gravity Control Centers must survive, and the Bespin Government Center must be destroyed.

In Star Wars: Rogue Squadron III: Rebel Strike, the Occupation of Bespin was featured as a bonus mission called "Escape from Bespin." This mission branched off from one of the main missions in Wedge's campaign, Guns of Dubrillion, implying that the event occurred concurrently with the Battle of Dubrillion.

The battle was also recreated in LEGO form in two missions in the 2006 video game adaptation of the Original trilogy, LEGO Star Wars II: The Original Trilogy. These missions are also included in its 2007 compilation re-release.