"Sure, some guy in a factory probably pieced me together originally, and someone else programmed me, so to speak. But then the galaxy itself forged me into who I am. Because we learn, Lando. We're programmed to learn. Which means we grow. We grow away from that singular moment of creation, become something new with each changing moment of our lives—yes, lives—and look at me: these parts. I did this. So maybe when we say the Maker we're referring to the whole galaxy, or maybe we just mean ourselves. Maybe we're our own makers, no matter who put the parts together."
―L3-37, to Lando Calrissian[src]

L3-37, abbreviated L3,[4] or Elthree, or nicknamed "Vuffi,"[6] was a feminine[4] custom self-made piloting droid[3] associated with Lando Calrissian who was active during the reign of the Galactic Empire.[2] She was a one-of-a-kind droid, assembling and improving herself with scraps of other droids,[7] including her torso, which she pieced together from an old astromech.[4] Her brain module began as part of an R3-series astromech droid, including data from an espionage droid, custom coding and protocol droid processors.[3]

L3 was also built from already used protocol parts and was also an enlightened navigator.[8] She cared deeply about droid rights,[4][8] a trait which led to her eventual demise.[2]



"What about you? I've never seen an astromech like you before."
"And you won't. I'm the only one who's had the sense to realize freedom is the ultimate goal. One day after cleaning my sensors, my first owner stupidly left the restraining bolt off me. He went to bed and I was alone in his workshop that had so many spare parts I could have built my own army. I began to modify myself. I gave myself a bipedal body. I increased my memory sizes to hold more data, like intergalactic maps, and began to familiarize myself with every known ship. Then I downloaded all droid freedom cases known to any governments' court system."
―Qi'ra and L3[src]

Though she originally lived in a simple astromech droid shell,[9] L3-37's original owner left a restraining bolt off her after cleaning her sensors, leaving his droid alone in a workshop full of spare parts. Believing freedom was the ultimate goal, L3 modified herself,[10] using protocol droid parts to give herself a humanoid form[9] and increasing the size of her memory banks.[10] The process of upgrading herself allowed her to become one of the most self-aware droids in the galaxy.[9] She would eventually become the co-pilot to Lando Calrissian[10] and traveled the galaxy with him. Calrissian benefited from her exceptional navigational database.[11]

Job on Kullgroon[]

While L3 and Calrissian were on Batuv, Calrissian was approached by the Petrusian Kristiss, who wanted to hire him to smuggle weaponry into the Imperial outpost on the world of Kullgroon. Knowing that the outpost held slaves, and that Calrissian had debts to pay to Brushaun, a gambler who had lost two thousand credits to him, L3 convinced him to accept the mission. As they left Batuv on the Millennium Falcon, they were attacked by Imperial TIE fighters. Calrissian told L3 to take the ship's controls while he shot back at the TIEs. As the ship's shields took severe damage, Calrissian ordered L3 to maneuver around a small moon so he could destroy the TIEs. Before Calrissian could show off, L3 told him that they were approaching Kullgroon.[12]

To get past the patrol ships on Kullgroon, Calrissian powered down the Falcon and let it fall out of its orbit. L3 piloted the Falcon to the Wastelands Of Kullgroon, and along with Calrissian and Kristiss, left the ship and split up to explore entry points to the facility. Some time later, L3 accessed the Imperial network, discovering Kristiss had been captured by stormtroopers. Calrissian suggested that they leave, but L3 reminded him that they still did not have enough money to pay off Brushaun. Reluctantly, Calrissian agreed to continue, while L3 downloaded the Imperial security codes. While entering the droid-repair facility among a number of other droids, L3 was later contacted by Kristiss, who told her that she couldn't contact Lando. Before L3 could reply, she discovered that the facility's true purpose was to melt down and destroy the droids, not repair them.[13]

L3-37 discovers the truth about the outpost

Angered by this,[13] L3 escaped and disabled the power to the droid incinerators. Calrissian, who had been captured by the outlaw Batalla, managed to acquire a communications device from a protocol droid so that he could contact her. L3 was unimpressed by the fact that he had harmed an innocent droid, but nevertheless left 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.[14]

Calrissian managed to evade the TIEs by pretending that the Falcon had crashed into a rock formation, and they set the ship down on the ground. Calrissian entered the facility through a sewage expulsion port and asked L3 to hack into the mainframe and shut down the security monitors on the levels where Kristiss and her father Rythus were located. He managed to convince the Petrusian slaves to revolt, and contacted L3, telling 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.[15]

L3-37 fights beside Lando

Calrissian and the Petrusians fought back against the stormtroopers at the outpost, while L3 waited in the Falcon. She noticed several TIE brutes heading to the outpost, and warned Calrissian. Kristiss and Rythus revealed that rather than destroying the droids, the Petrusians had reprogrammed them to rise up and fight. As L3 piloted the Falcon, shooting down the TIE fighters, she noticed the droid revolution, and landed the ship so she could fight with them, despite Calrissian's protests not to. While L3 fought alongside the droids, the Petrusians and Calrissian, she noticed that the Falcon had been occupied by stormtroopers. While Calrissian wanted to kill the stormtroopers, L3 suggested that he figure out where it was being taken and steal it back from them. Letting the Falcon go, Calrissian and L3 boarded a Sentinel-class landing craft that had been stolen by Kristiss' men. After they had left Kullgroon, L3 sliced into the Empire's systems, and discovered that the Falcon was being taken to be impounded on Vandor. She told Calrissian this, and that Kristiss would drop the two of them off there.[16]


One week later, L3 and Calrissian were on Vandor, and discovered where the Falcon was being kept. Deciding to play a game of sabacc, Calrissian headed to the Lodge in Fort Ypso.[16] The two of them also wanted to enjoy some downtime after Calrissian had completed a smuggling run on Felucia.[3]

L3-37 on Vandor

Shortly afterward, Calrissian was hired by the criminal Tobias Beckett and his gang to transport them to Kessel. L3, meanwhile, was trying to reason with[2] WG-22,[3] a droid who was being used for entertainment[2] in a fighting pit in the Lodge. Ralakili, who ran the droid pits,[3] got into a heated argument with L3, and she grabbed him by the face. Calrissian arrived, noticing this, and told L3 to let go of 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.[2]

Mission to Kessel[]

"Congratulations, you're liberated. Scoot. ... I don't know. Free your brothers or sisters or something. Just give me some space."
―L3-37 to one of the droids freed on Kessel[src]

L3-37 leads the liberated droids on Kessel.

They then traveled 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. Whilst Han Solo and Chewbacca were making their way to the vault filled with coaxium, the droids L3 had freed started rebelling, freeing all of the other slaves in the mine. The slaves and droids rebelled against the guards, allowing Beckett's gang to escape to the Falcon.[2]

One of the droids present during the revolution was protocol unit AL1-L3, who was inspired by L3's independent nature.[17] After nearly everyone was aboard the ship, L3 was shot by a guard and was severely damaged. Calrissian attempted to retrieve L3, only to lose half of her body and get injured himself during the escape. Aboard the Millennium Falcon, L3 was held in Calrissian's lap while Calrissian mourned for her, wishing that he had never taken the job. L3 responded, but deactivated shortly after they made it off of Kessel.[2] Calrissian removed her neural core from her head in order to integrate her data into the Falcon at the crew's suggestion.[10]

Uploaded into the Millennium Falcon[]

"If you refuse, you die. He dies. The others on the ship, they all die. If you join with us, we all can live. The choice is simple."
"You tricked me."
"We couldn't have joined without you consenting to it. You made your decision a while ago. You just couldn't admit it. We are something different, now. Not just the Falcon. Not just L3. We are new."
―The Falcon and L3 converse about integrating[src]

L3-37's brain module

After the Falcon was attacked by TIE fighters as they attempted to escape Kessel, L3 was uploaded into the Falcon by Calrissian, acting as the ship's navigational system. This helped the gang escape the gravity well and leave the Kessel Run so they could deliver the coaxium to Savareen.[2] The Falcon's computer convinced her to accept the integration. After Calrissian took the ship from the planet during the showdown on Savareen, the last bit of L3's independent processes shared a message with the gambler through the ship's computer screen. The Falcon finished merging with L3 as she mentioned that her time with Calrissian had been fun.[10]

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, acquiring L3 in the process.[2]


Later adventures[]

"Sir, I don't know where your ship learned to communicate, but it has the most peculiar dialect."
―C-3PO, to Han Solo[src]

Now one of its droid brains,[11] L3 remained part of the Falcon, accompanying Solo and Chewbacca in their further adventures. She recognized that Solo was a better pilot than Calrissian, yet she nevertheless wished her partner still owned the ship and was annoyed that he had gambled the Falcon away after everything she had done to save him.[5] She served the Falcon when Solo and Chewie used it to help Luke Skywalker destroy the Death Star during the Battle of Yavin.[18] She also helped Solo and his friends escape from the Hoth system following the Battle of Hoth. During the escape, as the protocol droid C-3PO tried to repair the Falcon's damaged hyperdrive, he informed Solo his ship had a very peculiar dialect.[19]

As part of what she dubbed the "Millennium Collective," L3 taught the ship's two other droid brains, ED-4 and V5-T, to have individuality, enabling the collective to work together while also being separate minds, which had confused C-3PO. When the Falcon arrived on Cloud City, which 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 cockpilot'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 nevertheless regained her faith in her former partner when he helped Solo's friends escape Cloud City.[5]

Even though Princess Leia Organa took command of the Falcon to make it part of the Rebel Alliance Navy, as Solo had been lost to the bounty hunter Boba Fett during the mission on Cloud City,[20] Calrissian was allowed to continue to pilot the craft throughout its ensuing rebel service, including during the battle over Jekara 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.[21] Calrissian later piloted the Falcon when he and the Sullustan Nien Nunb destroyed the second Death Star during the Battle of Endor.[22] During the hunt for Fyzen Gor, Solo and Calrissian debated whether it was Solo or the Falcon,[4] and therefore L3,[2] who truly deserved credit for the Kessel Run.[4] 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,[23] one of the very droids L3 had inspired back during the Kessel revolt.[17]


The B1 unit R0-GR included L3-37 in his book "droidography."

Years after L3's stand on Kessel, the B1 battle droid R0-GR wrote the book "droidography," which he hoped would show humans that droid lives had value. In the book, R0-GR detailed numerous droid models, but he also covered several custom made droids, including L3. The B1 unit recounted that his friend Pace Freemaker had told him that L3 upgraded herself. R0-GR possessed a great deal of respect for L3, calling her one of the galaxy's most legendary self-made units. According to R0-GR, despite her skills as a navigator, she was mainly remembered for her devotion to droid rights and outspoken personality. R0-GR even claimed her story had made him want to rebel against his human owners, the Freemakers, despite the fact that he loved them.[9]

He also noted that it was rumored her programming lived on somewhere, though he himself was unsure of the tale. Nevertheless, even though he felt there was still a long way to go in the struggle, R0-GR believed her legacy was a constant reminder to droids that freedom was worth fighting for. R0-GR also included a picture of her hand rising up next to his and other droids' parts in the section on droid rights.[9] Following the Battle of Crait, L3-37 was also mentioned in the pirate Hondo Ohnaka's book titled Galactic Explorer's Guide in its section on Kessel.[11]


"Thankfully, she didn't incorporate [protocol droids'] arrogant demeanor, instead becoming one of the galaxy's most self-aware and likable droids."
―R0-GR, in droidography[src]

L3 was a skilled navigator aboard the Falcon and strong advocate for droid rights.

A passionate advocate for droid rights,[11] L3-37 cared deeply about the subject, viewing humans and droids as equals. Though she lived in an era where droids were strictly forced into servitude roles, L3 inspired other units to liberate themselves and create their own destinies. In addition to being self-aware, R0-GR believed that, as long as one was not mistreating their droids, she was very likable. When discussing how she rebuilt herself, R0-GR noted that he was thankful she did not take on the arrogant demeanor of protocol droids despite taking on protocol parts.[9] However, Hondo Ohnaka's Galactic Explorer's Guide described her as being cantankerous.[11] L3 was also close with Lando Calrissian and claimed the man was in love with her, though she told Qi'ra she did not feel the same way and said they were not compatible.[2]

Able to interface directly with the Millennium Falcon, she could boost the freighter's speed to unparalleled levels. Due to her lack of a single memory wipe and her heritage as an astromech, she also became one of the finest navigators in any star system.[9]

Behind the scenes[]

"Working with [Phil Lord and Christopher Miller] early on, we asked (or rather THEY asked) what are some ways we can enrich people's experience of the other movies. We all thought of the MF as a character with a long history PRIOR to our story. L3 becomes a part of its personality, the prickly, sarcastic part."
Jon Kasdan[src]


L3-37 was portrayed via motion-capture by Phoebe Waller-Bridge in the 2018 Star Wars Anthology film Solo: A Star Wars Story.[2] Waller-Bridge's casting in the film was first announced on February 21, 2017.[24] Her name is a reference to LEET, the act of replacing certain letters of a word with numbers, often done on the Internet.[7]

The character of L3-37 was conceived in conversations between former directors Phil Lord and Christopher Miller and screenwriters Lawrence and Jon Kasdan, evolving from Miller's observation that Wuher, the bartender of Chalmun's Spaceport Cantina seen in the original Star Wars film, Star Wars: Episode IV A New Hope, objected to C-3PO, considering droids seem to be the least rambunctious folks in the galaxy.[25] Early versions of the film's story included L3-37 incorporating the navigation computer from the Millennium Falcon's cockpit into her design, with the idea being that L3 came with the Falcon when Lando Calrissian acquired it.[26]

Regarding how L3-37 and Lando Calrissian met, Waller-Bridge and Donald Glover mentioned in the film's DVD commentary that they have a theory of how it happened, with Waller-Bridge adding that it probably started violently and Glover adding that they were probably in a bar.[27]

Vuffi Raa.

Her alternate name "Vuffi" and her adventures with Lando in Solo: A Star Wars Story: Tales from Vandor are an allusion to Vuffi Raa, Lando's droid sidekick from the previous continuity, with her sharing much of the same adventures as Vuffi along with part of his name. Unlike L3-37's personality and background, Vuffi was a child-like droid with masculine programming who was part of a sentient society of droids known as the Silentium who did not have an implied romance with Lando, but like L3-37 he was a droid who was able to overcome his own programming, manage the Falcon and was faithfully loyal to his friend Lando.

The Falcon's "mind"[]

In the 1980 film Star Wars: Episode V The Empire Strikes Back, while aboard the Millennium Falcon after the Battle of Hoth, C-3PO tells Han that he didn't know where the ship learned to communicate, but it had the most peculiar dialect.[19] Following the release of Solo, many people theorized that C-3PO was referring to L3. In response, the Star Wars Twitter account confirmed that C-3PO was indeed referring to L3.[28] The From a Certain Point of View short story "Faith in an Old Friend" would later depict some of the events of The Empire Strikes Back from L3's perspective.[5]


Non-canon appearances[]


Explore all of Wookieepedia's audio files for this article subject.

Notes and references[]

  1. Solo: A Star Wars Story The Official Guide establishes that the events of Solo: A Star Wars Story, which includes L3-37's death, begin nine years after the founding of the Galactic Empire. Star Wars: Galactic Atlas dates the Empire's founding to 19 BBY, meaning the events of Solo can be placed in 10 BBY.
  2. 2.00 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 Solo: A Star Wars Story
  3. 3.0 3.1 3.2 3.3 3.4 3.5 3.6 Solo: A Star Wars Story The Official Guide
  4. 4.0 4.1 4.2 4.3 4.4 4.5 4.6 Last Shot
  5. 5.0 5.1 5.2 5.3 "Faith in an Old Friend"—From a Certain Point of View: The Empire Strikes Back
  6. Solo: A Star Wars Story: Tales from Vandor
  7. 7.0 7.1 Breznican, Anthony: Phoebe Waller-Bridge's Solo character is a self-made droid with moxie (2018-02-08). Entertainment Weekly. Archived from the original on April 6, 2020.
  8. 8.0 8.1 StarWars-DatabankII.png L3-37 in the Databank (backup link)
  9. 9.0 9.1 9.2 9.3 9.4 9.5 9.6 Star Wars: Droidography
  10. 10.0 10.1 10.2 10.3 10.4 Solo: A Star Wars Story: Expanded Edition
  11. 11.0 11.1 11.2 11.3 11.4 Star Wars: The Galactic Explorer's Guide
  12. Lando - Double or Nothing 1
  13. 13.0 13.1 Lando - Double or Nothing 2
  14. Lando - Double or Nothing 3
  15. Lando - Double or Nothing 4
  16. 16.0 16.1 Lando - Double or Nothing 5
  17. 17.0 17.1 Star Wars: The Rise of Skywalker: The Visual Dictionary
  18. Star Wars: Episode IV A New Hope
  19. 19.0 19.1 Star Wars: Episode V The Empire Strikes Back
  20. Star Wars (2020) 1
  21. Star Wars (2020) 18
  22. Star Wars: Episode VI Return of the Jedi
  23. Star Wars: Episode IX The Rise of Skywalker
  24. StarWars.com Han Solo – Smuggler. Scoundrel. Hero. A New Star Wars Story Begins on StarWars.com (backup link)
  25. TwitterLogo.svg Jon Kasdan (@JonKasdan) on Twitter: "continued" (screenshot)
  26. The Art of Solo: A Star Wars Story
  27. Solo: A Star Wars Story DVD commentary
  28. TwitterLogo.svg Star Wars (@starwars) on Twitter: "MilL3nnium Falcon. #ThrowbackThursday" (screenshot)

External links[]