INTERIOR: CLOUD CITY -- LARGE CELL

         Chupika is in a Cloud City prison cell. The stark room is
      flooded with hot light. To add to Chuie's misery, a
      high-pitched whistle screeches loudly. Chuie is going mad. She
      hits the wall with giant fists as she paces back and forth
      across the cell floor. The upper lights go off abruptly. The
      prisoner rubs her eyes and moves to a wall, where she listens
      for a moment. Then, moaning to herself, she moves to a platform
      where the disassembled pieces of Togepio lie. She picks up the
      golden droid's head and meditates on it for a moment, barking
      a few philosophical remarks. Chuie sticks the robot's head on
      its torso and starts adjusting wires and circuits. Suddenly,
      the lights in Togepio's eyes spark to life as Chuie touches
      two connectors together. Togepio immediately begins to speak,
      but his voice is so slow and so low as to be nearly
      unintelligible.

TOGEPIO: Mmmm. Oh, my. Uh, I, uh -- Take this off! I, uh, don't mean
to intrude here. I, don't, no, no, no...Please don't get up. No!

         Chuie looks at Togepio in bewilderment, then scratches
      her furry head. She gets an idea and adjusts some connections,
      whereupon Togepio immediately begins speaking normally.

TOGEPIO: Stormtroopers? Here? We're in danger. I must tell the
others. Oh, no! I've been shot!

INTERIOR: CLOUD CITY -- PRISON ENTRY AREA

         Rock Vader strides through the room as two stormtroopers
      prepare an elaborate torture mechanism. Ash is strapped to a
      rack which tilts forward onto the torture device. Vader
      activates the mechanism, creating two bursts of sparks, one of
      which strikes Ash's face.
         The door opens, and Rock Vader moves to the holding
      chamber, where Gary and A.J. Fett await him.

INTERIOR: CLOUD CITY -- HOLDING CHAMBER

GARY: Lord Vader.

VADER: (to Fett) You may take Captain Solo to Snorlax the Hut after I
have Stonewalker.

         Ash's screams filter through the torture room door.

A.J. FETT: He's no good to me dead.

VADER: He will not be permanently damaged.

GARY: Lord Vader, what about Misty and the Raichee?

VADER: They must never again leave this city.

GARY: That was never a condition of our agreement, nor was giving Ash
to this bounty hunter!

VADER: Perhaps you think you're being treated unfairly.

GARY: No.

VADER: Good. It would be unfortunate if I had to leave a garrison
here.

         Vader turns and sweeps into the elevator with A.J. Fett.
      Gary walks swiftly down another corridor, muttering to
      himself.

GARY: This deal's getting worse all the time.

INTERIOR: CLOUD CITY -- LARGE CELL

         Chuie now has a little more of Togepio back together. One
      arm is connected, but the legs are yet to be attached. There
      is one small problem, however. It seems the Raichee has
      managed to put the droid's head on backwards.

TOGEPIO: Oh, yes, that's very good. I like that. Oh! Something's not
right because now I can't see. Wait. Wait! Oh, my! what have you done?
I'm backwards, you stupid furball. Only an overgrown mophead like you
would be stupid enough...

         Togepio is cut off in mid-sentence as Chuie angrily
      shocks the droid, shutting him down. The Raichee
      smells something and sits up. The door to the chamber slides
      open and a ragged Ash Solo is shoved into the room by two
      stormtroopers. Barking her concern, the huge Raichee gives Ash
      a big hug. Ash is very pale, with dark circles under his eyes.

ASH: I feel terrible.

         Chuie helps Ash to a platform and then turns as the door
      slides open revealing Misty. She, too, looks a little worse for
      wear. The troopers push her into the cell, and the door slides
      closed. She moves to Ash, who is lying on the platform, and
      kneels next to him, gently stroking his head.

MISTY: Why are they doing this?

ASH: They never even asked me any questions.

         The cell door slides open. Gary and two of his guards
      enter.

MISTY: Gary.

ASH: Get out of here, Gary!

GARY: Shut up and listen! Vader has agreed to turn Misty and Chuie
over to me.

ASH: Over to you?

GARY: They'll have to stay here, but at least they'll be safe.

MISTY: What about Ash?

GARY Vader's giving him to the bounty hunter.

MISTY: Vader wants us all dead.

GARY: He doesn't want you at all. He's after somebody called
Stonewalker.

ASH: Brock?

GARY: Lord Vader has set a trap for him.

         Misty's mind is racing.

MISTY: And we're the bait.

GARY: Well, he's on his way.

         Ash's rage peaks.

ASH: Perfect. You fixed us all pretty good, didn't you? (spits it out)
My friend!

         Ash hauls off and punches Gary. The two friends are
      instantly engaged in a frantic close-quarters fight. The
      guards hit Ash with their rifle butts and he flies across the
      room. Chuie growls and starts for the guards. They point
      their laser weapons at the giant Raichee, but Gary stops
      them.

GARY: Stop! I've done all I can do. I'm sorry I couldn't do better,
but I have my own problems.

ASH: Yeah, you're a real hero.

         Gary and the guards leave. Ash wipes the blood from his
      chin as Misty and Chuie help him up.

MISTY: (dabs at his wound) You certainly have a way with people.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER

         Four armor-suited stormtroopers stand at the ready in the
      large chamber, which is filled with pipes and chemical tanks.
      In the middle of the room is a round pit housing a hydraulic
      platform. Rock Vader and Gary stand near the platform.

VADER: This facility is crude, but it should be adequate to freeze
Stonewalker for his journey to the Emperor.

         An Rocket soldier appears.

Rocket SOLDIER: Lord Vader, ship approaching. Z-wing class.

VADER: Good. Monitor Stonewalker and allow him to land.

         The soldier bows and leaves the chamber.

GARY: Lord Vader, we only use this facility for carbon freezing. If
you put him in there, it might kill him.

VADER: I do not want the Emperor's prize damaged. We will test it...on
Captain Solo.

         Gary's face registers dismay.

EXTERIOR: SPACE -- BESPIN SYSTEM -- Brock'S Z-WING

         Brock's Z-wing moves through the clouds as it nears the
      city.

INTERIOR: Brock'S Z-WING -- COCKPIT

         Encountering no city guards, Brock scans the display panel
      with concern.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER

         There is a great activity on the carbon-freezing platform.
      Six Pinsirs frantically prepare the chamber for use. A
      special coffinlike container is put in place. With A.J. Fett
      in the lead, a squad of six stormtroopers brings in Ash, Misty
      and Chuie. Strapped to Chuie's back, with only his head,
      torso, and one arm assembled, is Togepio. Togepio's head
      faces the opposite direction from Chuie's and the droid is
      constantly twisting around in a vain effort to see what is
      happening. His one attached arm is animate and expressive,
      intermittently pointing, gesturing, and covering his eyes. The
      remaining pieces of his body are randomly bundled to the
      Raichee's back so that his legs and other arm stick out at odd
      angles from the pack.

TOGEPIO: If only you had attached my legs, I wouldn't be in this
ridiculous position. Now, remember, Chupika, you have a
responsibility to me, so don't do anything foolish.

ASH: (to Gary) What's going on...buddy?

GARY: You're being put into carbon freeze.

         A.J. Fett moves away from the group to Rock Vader.

A.J. FETT: What if he don't survive? He's worth a lot to me.

VADER: The Empire will compensate you if he dies. Put him in!

         Realizing what is about to happen, Chuie lets out a wild
      howl and attacks the stormtroopers surrounding Ash. Within
      seconds, other Rocket reinforcements join the scuffle,
      clubbing the giant Raichee with their laser weapons. From the
      instant of Chuie's first move, Togepio begins to scream in
      panic while he tries to protect himself with his one arm.

TOGEPIO: Oh, no! No, no, no! Stop, Chupika, stop...!

         The stormtroopers are about to bash Chuie in the face.

ASH: Stop, Chuie, stop! Do you hear me? Stop!

TOGEPIO: Yes, stop, please! I'm not ready to die.

         Ash breaks away from his captors. Vader nods to the guards
      to let him go and the pirate breaks up the fight.

ASH: Chuie! Chuie, this won't help me. Hey!

         Ash gives the Raichee a stern look.

ASH: Save your strength. There'll be another time. The princess -- you
have to take care of her. You hear me?

         Ash winks at the Raichee, who wails a doleful farewell.
         In a flash the guards have slipped binders on Chupika,
      who is too distraught to protest. Ash turns to Princess Misty.
      They look sorrowfully at one another.

MISTY: Ash, I...

Ash silences her gently.

ASH: I know.

         Tears roll down Misty's face as she watches the dashing
      pirate walk to the hydraulic platform. Ash looks one final
      time at his friends -- and then, suddenly, the platform drops.
      Chuie howls. Misty turns away in agony. Gary winces in
      sorrow; it makes a life-changing impression on him.
         Instantly, fiery liquid begins to pour down in a shower of
      sparks and fluid as great as any steel furnace. Holding Misty,
      Chuie half-turns away from the sight, giving Togepio a view
      of the procedure.

TOGEPIO: What...what's going on? Turn around, Chupika, I can't see.
Oh...they've encased him in carbonite. He should be quite
well-protected -- if he survives the freezing process, that is.

         Chuie is in no mood for technical discussion; she gives the
      droid an angry glance and barks.
         A huge mechanical tong lifts the steaming metal-encased
      space pirate out of the vat and stands him on the platform.
      Some Pinsirs rush over and push the block over onto the
      platform. They slide the coffinlike structure to the block and
      lift the metal block, placing it inside. They then attach an
      electronic box onto the structure and step away.
         Gary kneels and adjusts some knobs, measuring the heat. He
      shakes his head in relief.

VADER: Well, Calrissian, did he survive?

GARY: Yes, he's alive. And in perfect hibernation.

         Vader turns to A.J. Fett.

VADER: He's all yours bounty hunter. Reset the chamber for Stonewalker.

Rocket OFFICER: Stonewalker has just landed, my lord.

VADER: Good. See to it that he finds his way here. Calrissian, take
the princess and the Raichee to my ship.

GARY: You said they'd be left in the city under my supervision.

VADER: I am altering the deal. Pray I don't alter it any further.

         Gary's hand instinctively goes to his throat as he turns
      to Misty, Chuie, and Togepio.

INTERIOR: CLOUD CITY -- CORRIDOR -- DAY

         As Brock and Vultoo move carefully down a deserted corridor,
      they hear a group of people coming down a side hallway. Vultoo
      lets out an excited series of beeps and whistles. Brock glares
      at the tiny droid, who stops in his tracks with a feeble
      squeak.
         A.J. Fett enters from a side hallway followed by two guards
      pushing the floating, encased body of Ash Solo. Two
      stormtroopers, who follow, immediately spot Brock and open fire
      on him. The youth draws his weapon and blasts the two
      troopers before they can get off a second shot. The two guards
      whisk Ash into another hallway as Fett lowers his arm and
      fires a deadly laser at Brock, which explodes to one side and
      tears up a huge chunk of wall.
         Brock rushes to a side hallway, but by the time he reaches
      it, Fett, Ash, and the guards are gone. A think metal door
      blocks the passage. Brock turns to see Misty, Chuie, Togepio,
      and Gary being herded down a second hallway by several other
      stormtroopers. Misty turns just in time to see Brock.

MISTY: Brock! Brock, don't -- it's a trap! It's a trap!

         Before she can finish, she is pulled through a doorway and
      disappears from sight. Brock races after the group, leaving
      little Vultoo trailing behind.

INTERIOR: CLOUD CITY -- ANTEROOM

         Brock runs into an anteroom and stops to get his bearings.
      Misty and the others are nowhere to be seen. Behind Brock, Vultoo
      scoots down the corridor toward the anteroom when suddenly a
      giant metal door comes slamming down, cutting off Brock's exit.
      Several more doors clang shut, echoing through the chamber.

INTERIOR: CLOUD CITY -- HALLWAY LEADING TO ANTEROOM

         Vultoo stands with his nose pressed against the giant metal
      door. He whistles a long sigh of relief and, a little dazed,
      wanders off in the other direction.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER -- ANTEROOM

         Brock cautiously walks forward among hissing pipes and
      steam. Seeing an opening above him, he stops to look up. As he
      does, the platform he stands on begins to move.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER

         Brock rises into the chamber, borne by the platform. The
      room is deathly quiet. Very little steam escapes the pipes and
      no one else seems to be in the large room. Warily, Brock walks
      toward the stairway.
         Steam begins to build up in the chamber. Looking up through
      the steam, Brock sees a dark figure standing on a walkway above
      him. Brock holsters his gun and moves up the stairs to face
      Vader. He feels confident, eager to engage his enemy.

VADER: The Force is with you, young Stonewalker. But you are not a Leader yet.

         Brock ignites his sword in answer. In an instant, Vader's
      own sword is lit. Brock lunges, but Vader repels the blow.
      Again Brock attacks, and the swords of the two combatants clash
      in battle.  Vader pushes Brock back, and tosses down a Pokeball,
      releasing Kabutops.  Brock lets Oak's Scyther loose, and the
      four comatants clash again.

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