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There are two conflicting sources for this article: Star Wars: The Force Unleashed and The Essential Guide to Warfare.

Lucasfilm has not established a cohesive timeline regarding this subject. Editor discretion is advised.


There are two conflicting sources for this article: The New Essential Chronology and The Clone Wars Campaign Guide.

Lucasfilm has not established a cohesive timeline regarding this subject. Editor discretion is advised.

"If you can bribe a member of Bespin's Wing Guard into taking you on a spin around Cloud City, you won't regret spending the credits. The views are stunning."
―Excerpt from Ullok's Underground Guide to Bespin[src]

Cloud City was an outpost and a tibanna gas mining colony above the planet Bespin, named as such because it was perpetually surrounded by giant clouds. The city floated 60,000 kilometers above the core of the gas giant. It contained a large and famous luxury resort district on its upper levels, complete with hotels and casinos.



Cloud City consisted of 392 levels, in addition to level zero, a top-side surface-level plaza concourse. The level-arrangements were as follows:

  • Level 1–50: The Tourist District,[11] consisting of luxury hotels and casinos which made the city famous throughout parts of the Outer Rim.
  • Level 51–100: Upscale housing areas.
  • Level 101–120: Administrative offices.
  • Level 121–160: Privately owned industrial areas with an infamous reputation, known as Port Town.
  • Level 161–220: General housing of the facility's workers.
  • Level 221–280: Industrial Levels.[11]
  • Level 281–370: Gas refineries and miners' quarters.
  • Level 371–392: Contained the 36,000 repulsorlift engines and tractor beam generators that kept the city afloat and in position.[12]

Cloud City schematics.

The main saucer-shaped city structure was 16.2 kilometers in diameter, and 17.3 kilometers tall. The city floated 60,000 kilometers above the core of the planet, which was an uninhabitable gas giant.[12] Some of the nearby floating settlements, like the Vapor Room, and industrial platforms were also considered part of the city.[13] Six Gravity Control Generators were placed on the upper level of the city to regulate the city's position. During the time of the Galactic Civil War, the Rebel Alliance built the Bespin Government Center on the upper level.[5] The city's main function was to harvest tibanna gas, by using tractor beams to draw the gas into internal refineries.[14]


Cloud City was nominally controlled in all aspects by the Baron Administrator, though the bureaucracy and administration was controlled by the city's business leaders, known as the Exex, who did not consider themselves subordinate to the Baron Administrator. Furthermore, the Parliament of Guilds was a distinct faction which, by ancient custom, controlled the juries in all the city's courts.[15] The Office of the Surgeon-General provided information to any and all major planetary systems for any travelers.[16]


The last official census placed Cloud City's population at 5,427,080. That figure did not count the droids.[4] As Bespin's total population was estimated at 6 million,[12] the city was by far the dominant settlement on Bespin.


"A Tibanna gas mine. Lando conned somebody out of it."
―Han Solo[7]

Cloud City was first commissioned in 1989 BBY[1] and built by Ecclessis Figg, with the aid of Ugnaught labor and contracted employees from the Incom Corporation, around 400 BBY.[4][2]

Some of Cloud City's high-rise buildings.

During the Clone Wars, the planet initially attempted to stay neutral. A Republic warship delivered dozens of orphans to an orphanage there, including a young Boba Fett, who later escaped.[17] Despite Bespin's declaration of neutrality, the Confederacy of Independent Systems launched an invasion of the planet, which was defended by at least one Jedi Master, Glynn-Beti.[18] The planet, including its Tibanna gas colonies, fell to the Separatists initially.[19][20] The planet eventually swung back into the Republic's hands after a series of orbital battles and dogfights.[21]

Months after the Clone Wars, the Empire attempted to trade Nazren slaves to Darga the Hutt in exchange for large shipments of tibanna gas during Cloud City's annual citywide sabacc tournament. The slaves were freed by agents of Bail Organa in Z-95 Headhunters.[22] In addition, Cloud City was also a major center for intergalactic travel, due to it being one of the spots designated within both versions of the Intergalactic Passport,[23] and one version in particular specifically stating that Cloud City provided refueling services and emergency repair facilities for anyone with the passport, as well as providing specific on all major planetary systems via the Office of the Surgeon-General.[16]

In 2 BBY, Galen Marek came to Cloud City in search of Senator Garm Bel Iblis, whom Senator Bail Prestor Organa had sent Marek to find in order to start a Rebel Alliance against the Galactic Empire. After fighting a Gungan bounty hunter named Kleef and fighting his way through gangsters and criminals, Marek finally reached the mob boss, a Mandalorian bounty hunter named Chop'aa Notimo. After destroying Chop'aa's Basilisk war droid, he finished the hunter off in close-quarters combat, and rescued the Senator. Talks of a Rebel Alliance soon began, and a Treaty was established on Corellia, founding the Alliance to Restore the Republic.[24]

Boba Fett overlooks Platform 327

The city's economy was centered on tibanna gas, which was crucial for the production of weapons and hyperdrives. The unique atmospheric conditions of Bespin allowed for the natural production of spin-sealed tibanna gas, which was highly compressed at the atomic level and was an energy source for the most powerful blasters. The manufacture and distribution of this gas was tightly regulated. Since the initial construction of Cloud City, its official purpose was to mine for regular tibanna gas for use in hyperdrives, but secretly The spin-sealed gas was also mined and exported for use in high powered blasters. Using the same canisters as the regular gas, the export of the spin-sealed gas was what allowed Cloud City to earn a self sustaining income.[25]

A year after the Battle of Yavin, Cloud City was run by Baron Administrator Lando Calrissian, who had won administration of the city from Baron Administrator Dominic Raynor in a Sabacc tournament. Not much later Raynor hired the bounty hunter Bossk to get revenge on Calrissian. Bossk and his group of mercenaries ambushed the new administrator in one Maintenance Level, but were unsuccessful.[26] During this period, Cloud City was relatively isolated and considered to be relatively unimportant by the extraplanetary authorities,[source?] although Calrissian developed a tourism and casino industry.[27]

During that time, Cloud City was almost subverted by an experiment. The droid X0-X1 was designed as a systems planner, and designed Evolution Droids to convert the city's population droids. The experiment was thwarted by Walex Blissex and a team of Rebel agents.[28]

In the wake of the Battle of Hoth in 3 ABY, Han Solo and Princess Leia Organa arrived in Cloud City, seeking refuge and repairs for their hyperdrive, with Solo confident that Calrissian would provide assistance. Unknown to Solo, Calrissian made a deal with the Imperial leader Darth Vader to ensure the colony's continued economic autonomy. He promised to aid the Empire in taking his old friend prisoner, in order to lure the Rebel commander Luke Skywalker to the city in a rescue effort.[7]

When it was clear Vader did not intend to keep his end of the bargain, Calrissian betrayed him and ordered his citizens to flee. However, Solo ended up being frozen in carbonite and taken away by the bounty hunter Boba Fett. Calrissian escaped with Leia Organa and Chewbacca in the Millennium Falcon, while Skywalker and Vader dueled in the depths of the city, with fateful consequences for the galaxy.[7]

After the escape of the Millennium Falcon, the Rebel Alliance and the Bespin security forces, including Lando's Commandos, attempted to defend the city against the Imperial strike force sent to take control of it. The strike force landed on the city and established a beachhead. The Rebels attempted to disable the Gravity Control Generators to disable the city and prevent its takeover, but the Imperial strike force captured the generators, saving the city. The Imperials also destroyed the Bespin Government Center and built an Imperial Palace in its place, cementing their occupation.[5] During the occupation the Imperial forces present on Bespin were attacked by a Rebel force.[29] The Rebel's Rogue Squadron also led a raid in order to secure tibanna gas for the Alliance Fleet. The Rogues destroyed three main power generators in the city to disable the Imperial defenses.[30] Cloud City was liberated following the Battle of Endor thanks to the intel provided by Tian Chyler, a defector from the Imperial Security Bureau.[31][32]

Around 5 ABY, Zorba Desilijic Tiure came to Cloud City in an attempt to reclaim the Holiday Towers Hotel and Casino which supposedly belonged to his son, Jabba the Hutt, according to a will left by him. Whilst there using marked playing cards, Zorba became the new governor of Cloud City after winning it in a game of Sabacc against Lando Calrissian. When the Hutt Ruling Council declared Jabba's will to be a forgery, however, Zorba went into hiding.[8]

Residents celebrate the Rebel victory at the Battle of Endor.

After the rise of the New Republic, Cloud City rose out of obscurity and became a major exporter of tibanna gas for the Republic. However, Bespin lay relatively close to what remained of the Empire, and changed hands more than once over the subsequent decades. Cloud City had been reoccupied by the Empire by the time of Grand Admiral Thrawn's campaign in 9 ABY,[33] and during the Empire Reborn crisis three years later, the city was once again overrun by Imperial forces, now aided by the Reborn and the private army of Nar Shaddaa garbage hauler Reelo Baruk. Kyle Katarn and Lando Calrissian traveled to Cloud City to help the locals destroy the token garrison and their sympathizers, and met with total success. The action on Cloud City was a turning point in the crisis, as Katarn learned from Tavion Axmis on her surrender that his partner had not been killed by her, changing the nature of his personal quest and perhaps averting a falling out between the powerful Jedi and the New Republic.[9]

By 35 ABY, during the Dark Nest Crisis, Bespin was troubled by the appearance of Tibanna tappers, siphoning gas from floating refineries such as BesGas Three to sell elsewhere. Because of this, Cloud City's profits dropped by at least ten percent. Fortunately, the Jedi made an effort to stop the tibanna tappers.[34]

Darth Krayt's Galactic Empire restricted the sale of tibanna to non-government entities, which resulted in many smaller operations moving out of Cloud City. As a result, it became a darker and more dangerous place. The Baron administrator Ormo Haddon had moved the business and entertaining areas to the central locations of the city, leaving the outskirts abandoned and completely lawless.[10]

Behind the scenes[]

Concept art by Ralph McQuarrie.

In the early rough draft of Star Wars written in 1974, a city on Alderaan, which is set as a giant gas planet and the capital of the New Galactic Empire at that time, resembles the Cloud City of Bespin in Star Wars: Episode V The Empire Strikes Back, released in 1980. When Ralph McQuarrie began conceptual work for the second draft, he designed the Imperial capital on Alderaan. The art he provided was the inspiration for the look of Cloud City, differing only in minor respects from the city as seen in Episode V.

The 2001 video game Star Wars: Galactic Battlegrounds offers players the chance to play the Occupation of Bespin on Cloud City during the Darth Vader campaign. The campaign is also included in the game's 2001 expansion pack Clone Campaigns. Cloud City also appears in two separate battles in the 2004 video game, Star Wars: Battlefront, although Leland Chee, the Lucasfilm Ltd. manager of the Holocron continuity database, has stated the game's storyline's is s-canon, or of secondary continuity.

The sky above Cloud City serves as a location for a Versus Mode match in Star Wars: Rogue Squadron III: Rebel Strike.


Non-canon appearances[]

Cloud City cutaway.


Notes and references[]

  1. 1.0 1.1 Knights of the Old Republic Campaign Guide
  2. 2.0 2.1 2.2 2.3 Geonosis and the Outer Rim Worlds
  3. 3.0 3.1 The Essential Guide to Warfare
  4. 4.0 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 Galaxy Guide 2: Yavin and Bespin
  5. 5.0 5.1 5.2 Star Wars: Galactic Battlegrounds
  6. Star Wars: Battlefront II
  7. 7.0 7.1 7.2 7.3 Star Wars: Episode V The Empire Strikes Back
  8. 8.0 8.1 Jedi Prince series
  9. 9.0 9.1 Star Wars: Jedi Knight II: Jedi Outcast
  10. 10.0 10.1 Legacy Era Campaign Guide
  11. 11.0 11.1 The Jewel of Yavin
  12. 12.0 12.1 12.2 The Essential Guide to Vehicles and Vessels
  13. The Force Unleashed (novel)
  14. Star Wars: Rogue Squadron II: Rogue Leader: The Official Nintendo Player's Guide
  15. The Illustrated Star Wars Universe
  16. 16.0 16.1 The Star Wars Intergalactic Passport
  17. Boba Fett: Crossfire
  18. The Clone Wars: Decide Your Destiny: Tethan Battle Adventure
  19. The New Essential Chronology
  20. Star Wars: The Clone Wars video game
  21. The Clone Wars Campaign Guide
  22. WizardsoftheCoast.png "The Queen of Air and Darkness" on Wizards.com (original article link, content now obsolete; backup link)
  23. Intergalactic Passport
  24. Star Wars: The Force Unleashed
  25. Star Wars: Build the Millennium Falcon 3 - Guide to the Galaxy: Bespin's Settlements, Page 4
  26. Sore Loser's Revenge
  27. Star Wars Battlefront: Prima Official Game Guide
  28. Crisis on Cloud City
  29. Star Wars: Battlefront
  30. Star Wars: Rogue Squadron II: Rogue Leader
  31. Databank title.png Chyler, Tian in the Databank (content now obsolete; backup link)
  32. Databank title.png Willrow Hood in the Databank (content now obsolete; backup link)
  33. The Essential Atlas
  34. Dark Nest II: The Unseen Queen

External links[]