Star Wars: Shadows of the Empire is an action/adventure third/first-person shooter game set between the time of The Empire Strikes Back and Return of the Jedi.

In conjunction with other Shadows of the Empire releases, the game was released on the Nintendo 64 platform in 1996. A year later, in 1997, it was released on the PC platform for Microsoft Windows.

Plot summary[]

The game is divided in four parts (or chapters). The first chapter takes place during the beginning of The Empire Strikes Back. Dash Rendar is trapped on Hoth when the Imperial forces attack. As the player, you have to pilot a snowspeeder in the Battle of Hoth destroying AT-ATs, AT-STs and Imperial probes. Then you must fight your way through Echo Base back to your ship the Outrider. After escaping Hoth you must fight your way through the Hoth asteroid field and the several waves of TIE Fighters before escaping into hyperspace.

In the second chapter, Dash tracks down some of the bounty hunters that had been dispatched to capture Han Solo. Fighting his way through several trains and finally confronting IG-88 on Ord Mantell and assaulting Imperial outposts throughout canyons, on Gall to finally find and attack Boba Fett.

In the third chapter, Boba Fett has escaped and the player's mission changes: you must now protect Luke Skywalker from an assassination attempt ordered by the Black Sun's Prince Xizor, by fighting a deadly gang of swoop bikers through Mos Eisley and Beggar's Canyon. Dash then recovers Imperial secret plans of the second Death Star, that are being carried aboard the freighter Suprosa.

Finally, in the last chapter, Dash, along with Luke and Lando Calrissian, travels to Imperial Center to rescue Princess Leia from Prince Xizor's stronghold by infiltrating Xizor's palace through the sewers below Imperial City, fighting their way through the castle and eventually engaging in a space battle above the planet. The game's greatest surprise comes at the end, when Dash flies within Xizor's space station to destroy it. In the game the player is led to believe that Rendar perishes in the blast, with a secret ending on harder difficulties revealing he secretly survived; however in the book Rendar does not participate in the stations destruction, remaining outside in his ship with the rest of the fleet.


Part I: The Battle of Hoth[]

The Battle of Hoth
It is a time of crisis. Imperial
probes, scouring the galaxy for
the hidden Rebel base, have
discovered their outpost on the
remote ice world of Hoth.

Darth Vader, obsessed with
finding Luke Skywalker, has
sent his forces to engage
the Rebels in battle.

With the dreaded Imperial
fleet approaching, a lone
freighter has entered the Hoth

Battle of Hoth[]

Here, the player is introduced with the famous Battle of Hoth, and this is the only time the player will use the snowspeeder in the game.

  • Story: Dash Rendar, captain of the Outrider and mercenary-for-hire, has arrived with a supply shipment of assault blasters for Echo Base. After landing he meets up with his long time friend Han Solo. The two could not have met at a more opportune time. The Empire is on its way and the Rebels could use another good pilot. Dash has never been one to say no to a good dogfight. Han talks to Luke and gets Dash a spot in Rogue Squadron.
  • Objectives: Destroy Imperial probe droids, AT-STs, and AT-ATs, giving the Alliance the time they need to evacuate Echo Base.

Escape from Echo Base[]


Dash runs through the hangars of Echo Base as the Millennium Falcon takes off.

The wampas make their first appearance of the game here. This level introduces the game's most numerous 3rd/1st person shooting levels, along with its first boss: an Imperial AT-ST.

  • Story: While Rogue Squadron has been able to give most of the Rebels adequate time to escape, they have not been entirely successful. The main generator has been destroyed and Imperial troops have entered the base. Han, Leia and Luke have escaped, but Dash is left behind. With the generator down, the shield to Bay 3 (where the Outrider is docked) is closed. If Dash is going to get off Hoth alive, he had better find a way to open that bay door!
  • Objectives: Locate and activate the emergency generators, then make it to the Outrider. Watch out for wampas! They can be either friend or foe.

Asteroid Chase[]

This level introduces the flying aspect of the game, where players take control of the Outrider's gun turrets to destroy asteroids and TIE Fighters.

  • Story: Dash has escaped Hoth in one piece, but he's not quite in the clear. An Imperial Star Destroyer has been spotted just off Hoth. As if things weren't bad enough, the Outrider is approaching an asteroid field. With his co-pilot droid Leebo at the helm, Dash mans the gun turrets to fend off incoming TIE Fighters and Bombers. Only when the TIEs are destroyed can the Outrider make the jump to lightspeed and escape the Empire.
  • Objectives: Man the Outrider's gunnery controls and destroy incoming TIEs and asteroids. Shoot the red asteroids for challenge points!

Part II: In Search of Boba Fett[]

In Search of Boba Fett
A rival bounty hunter has forced
Boba Fett into hiding before he
could deliver his prize, the
carbonite-frozen Han Solo, to the
vile gangster, Jabba the Hutt.

As Luke Skywalker and rogue
mercenary DASH RENDAR search for
Boba Fett, a sinister new figure
emerges from the underworld.

This cunning and ruthless head
of the powerful crime syndicate
BLACK SUN plots to ensnare young
Skywalker and replace Lord Vader
as the Emperor's right hand…

Ord Mantell Junkyard[]


Dash rides the trains through the junkyards of Ord Mantell.

Another running around mission, made much more difficult with the addition of a narrow moving train and a difficult boss: IG-88.

  • Story: After escaping the asteroid field, Dash discovers that IG-88, the bounty hunter trailing Boba Fett, is on Ord Mantell. He's in a junkyard looking for parts to repair his ship after it was damaged by Boba Fett. Dash has landed on Ord Mantell hoping to track down IG-88 and find out where Boba Fett is hiding. He knows that Princess Leia would pay handsomely for news of Han's whereabouts.
  • Objectives: Move from train car to train car until you reach the end. Watch out for turns in the track! Jumping while the train is turning can be dangerous! A magnetic field surrounding the train disables all of Dash's weapons, except his blaster. He will be able to access other weapons once he reaches IG-88.
  • This level is notable for its use of the "Hyperspace" music from the Empire Strikes Back soundtrack that was edited and looped.

Gall Spaceport[]


Dash rides a jetpack through the canyons of Gall.

The wampas make their second appearance of this game here appearing brown. This level introduces the jetpack and pits the player against three bosses, an Imperial AT-ST, Boba Fett and the Slave I.

  • Story: Before destroying IG-88, Dash finds out where Boba Fett is hiding; he's sought refuge at the Imperial moon base on Gall. With the Empire on his tail, the only way Dash can get into the base is on foot through the back entrance in Smuggler's Canyon. Once inside the base, Dash hopes to locate Boba Fett and reach Solo before it's too late.
  • Objectives: Infiltrate the Imperial base, locate the jetpack and reach Boba Fett before he has a chance to escape.

Part III: Hunting the Assassins[]

Hunting the Assassins
The Rebels locate Boba Fett, but
with help from an Imperial escort,
the bounty hunter escapes from Gall.

Above the planet, an assassin
nearly kills Luke. Princess Leia,
fearing for his safety, asks Dash
to follow him to Tatooine.

There, at the abandoned home of
Obi-Wan Kenobi, Luke refines his
Jedi skills while Dash keeps an
eye out for trouble in a familiar
Mos Eisley cantina…

Mos Eisley and Beggar's Canyon[]


Dash rushes against swoop riders at dangerous velocities.

The player is challenged with another variety in the form of a race/chasing stage, and they must navigate narrow paths at breakneck speeds or face death. The Sarlacc also makes its only appearance in this game during this level.

  • Story: While hiding out in Mos Eisley, Dash overhears a discussion. Jabba the Hutt has hired a swoop gang to kill Skywalker. The mercenaries speed away towards Kenobi's old home. Why does Jabba the Hutt want Skywalker dead? Dash had better reach Luke before the swoop gang does, or he may never find out!
  • Objectives: Race through the streets of Mos Eisley and Beggar's Canyon. You must destroy the other swoop bikers by ramming them into walls or obstacles, then get to Kenobi's place at the end of the canyon. Watch your speed! If you go too fast you might crash! On the other hand, you need to go really fast to clear the Eye of the Needle.
  • Trivia: The stage will take place during the day in both Easy, Medium, & Hard modes, however, only in Jedi mode, the stage will take place at night. Also, there is a short-cut that can be taken to avoid most of the Swoop Gang members all together and finish the stage in record time.

Imperial Freighter Suprosa[]


Fighting Stormtroopers on the Suprosa.

Back on his feet, Dash must make his way through strange terrains consisting of hallways, offices and engine rooms, finally ending with a duel with the level's boss: the Imperial loader droid. Although the level's icon depicts Dash wearing his jetpack, it is not actually featured in this level.

  • Story: With the swoop gang thwarted, Dash meets up with Luke. He tells Luke that Leia is meeting with Black Sun to find out who wants him dead. Spies from Black Sun recently gave Luke the location of a freighter carrying secret Imperial construction plans. Dash warns Luke to stay away from Black Sun, but Luke knows that he can't afford not to check it out.
  • Objectives: Dash must make his way through the freighter and find the supercomputer containing the secret plans.

Part IV: Lair of the Dark Prince[]

Lair of the Dark Prince
Princess Leia has met with the
mysterious Dark Prince Xizor.
When she discovers his plan, she
is held captive deep within his
lair beneath Imperial City.

Xizor is unaware that both Darth
Vader and the Rebels have learned
of his treachery and race to
confront him.

Determined to rescue Leia and
destroy Black Sun, Luke, Chewie,
Lando and Dash slip unnoticed into
the depths of Imperial City's

Sewers of Imperial City[]


Dash enters the sewers of Coruscant with his handy jetpack.

The jetpack returns for this level and is put to good use as Dash must navigate through the maze of pipes and creepy dianogas, including the boss: the Giant Dianoga.

  • Story: Following Xizor's advice, Emperor Palpatine has allowed the plans for the new Death Star that were on the freighter to fall into Rebel hands. While the Alliance works to decode the plans, Luke, Chewie, Lando and Dash travel to Coruscant to locate Leia. Dash must travel alone through the sewer system and find a way into the palace.
  • Objectives: Help Dash get through the sewers to get to the entrance of Xizor's palace. Watch out for the dianogas that lurk underwater!

Xizor's Palace[]

This strange level forces the player to negotiate poor building planning with the jetpack, as the entire level is teeming with enemies and the final boss: the Gladiator droid.

  • Story: Dash has now penetrated Xizor's palace. Leebo informs Dash that there is a way to cut off Xizor's skyhook space fortress from the palace.
  • Objectives: Place explosives on the service panels to the space elevator that connects Xizor's palace to the skyhook in orbit.

Skyhook Battle[]


The Outrider engages in a dogfight with several Star Vipers.

The final level ends with the dogfight over Coruscant.

  • Story: Imperial and Rebel forces have descended upon Xizor's skyhook. X-wings, TIE Fighters and Xizor's Star Vipers fill the sky. The skyhook must be destroyed.
  • Objectives: Dash must destroy Xizor's fleet, penetrate the skyhook's reactor, destroy the core and try to make it out in one piece.


The Shadows of the Empire project began in January 1995. The development of the project coincided with Nintendo offering LucasArts to produce one of its first games for the upcoming Nintendo 64 console, boasting real-time action in an interactive 3d environment. The developers opted for such an interactive game instead of the CD-based pre-rendered multimedia productions such as the earlier Star Wars: Rebel Assault. As the release of that console was expected in late July, the first N64 games, such as Shadows, were developed inside an emulator run on an SGI Onyx.[2]

Mark Haigh-Hutchinson was the project leader. Art direction was based on concept drawings by Doug Chiang and Michael Butkus who made art for the whole project; Jon Knoles developed further looks for the protagonist Dash Rendar and the villain Prince Xizor. Paul Topolos created concept and storyboard art with dialogues written by Knoles. Andy Holdun designed the 3d models of starships with Knoles and Chris Hockabout drawing some surface textures for the 3d objects. Hockabout made use of D Paint Animator and its use of "cells" in order to collect the textures in one file. They also utilized another graphics program with a library of high resolution texture files that could be lighted from different angles. Some ship models utilize photographic reference from physical models for texture, such as the Millennium Falcon.[2]

Knoles usually had the basic ideas of the levels which then discussed with Dark Forces veteran Jim Current, in order to improve action and puzzles; Current designed the environments with AutoCAD. Unlike the earlier Jedi Engine, which didn't allow for angled surfaces, the N64 engine allowed more complex forms, such as round arches and polygonal-shaped corridors.[2]

NPC A.I. was improved in comparison to earlier Star Wars: Dark Forces, with the enemies having somee "awareness" of their surroundings and what they must do during confrontations with the player/Dash Rendar.[2]

An unused matte painting made for Return of the Jedi, showing Luke's X-wing and the Millennium Falcon parked on Tatooine, was digitised and used for the epilogue cutscene.[2]

Technical notes[]


Mynd you, wampa bites Kan be pretty nasti…

  • The PC version of the game supported a special set of 3D graphics drivers and filters and therefore had very peculiar graphic cards requirements, more than any other LucasArts game of its time. Its video driver requirements have been incompatible with more recent generations of hardware unless patched or run within a PC emulator. More recent versions of Microsoft Virtual PC, VirtualBox, & VMWare Workstation have all dropped the necessary video driver support. The open source PCem emulator includes a compatible 3D accelerated driver.
  • The N64 and PC versions of the video game differ greatly. The PC version has sharper and smoother gameplay graphics (using a 3D card) than the N64 version. Both versions have slightly different cutscenes—the PC version has full-motion cinematic cutscenes with sound effects and voices, while the N64 version only has drawn sketches with text at the bottom of the screen.
  • On the PC version of the game, on a player's file named "_Credits" (a space before "Credits"), the game credits will play as usual, but with the addition of strange subtitles that parody the "Swedish" subtitles from the opening of Monty Python and the Holy Grail.
  • In the Nintendo 64 version of Shadows, the supercomputer housing the Death Star II plans, when viewed from a sufficient distance in Dash's perspective, greatly resembles an actual Nintendo 64 game console with a Shadows cartridge plugged into its slot.


Selections from the Shadows of the Empire soundtrack score were later used in the game along with a number of cues from John Williams' The Empire Strikes Back soundtrack:

  • The Shadows of the Empire Main Title/Title Screen theme for the N64 version is actually an unused cue from The Empire Strikes Back and can be heard in "Main Title/The Ice Planet Hoth" on the film's soundtrack.
  • The level "Battle of Hoth" uses the main cue taken from "The Battle of Hoth."
  • For the N64 release, Every level where the player controls Dash Rendar on foot will begin with a brief music cue from the Return of the Jedi soundtrack that can be heard in the track "The Battle of Endor". For both versions, It also plays after Dash regenerates from losing a life while on foot.
  • The level "Escape from Echo Base" & the N64 version of "Imperial Freighter Suprosa" use the cue "The Battle of Yavin (Launch from the Fourth Moon)" from the A New Hope soundtrack.
  • The "Asteroid Chase" Level and the first stage to the N64 version of "Skyhook Battle" use a cue from "The Asteroid Field."
  • The "Ord Mantell Junkyard" level uses the "Hyperspace" cue from the soundtrack.
  • The "Gall Spaceport" level uses the "Departure of Boba Fett" cue from the film. Strangely, the track "The Battle of Gall" from the official Shadows of the Empire soundtrack is never used in-game.
  • The "Mos Eisley and Beggar's Canyon" Level uses part of "Beggar's Canyon Chase" from the Shadows of the Empire soundtrack.
  • The PC version of "Imperial Freighter Suprosa" uses "The Walls Converge" From the A New Hope Soundtrack.
  • The "Sewers of Imperial City" Level uses "Into the Sewers."
  • The "Xizor's Palace" level uses the second part of Xizor's Theme.
  • With the exception of the AT-ST in "Gall Spaceport", all the bosses use the secondary cue from "The Battle of Hoth."
  • The first stage of the PC version of the "Skyhook Battle" level uses a music cue from "Mynock Cave" while stage 2 of both releases use one from the middle of "The Destruction Of Xizor's Palace".

The PC version's disc is a Mixed Mode CD, when it is inserted into a CD player the soundtrack will play. It includes 13 tracks straight from the game. The info according to ripping it shows it's composed by John Williams. These tracks are not the same ones from the Official Soundtrack, but are somewhat alike.


Star Wars: Shadows of the Empire received mixed to positive reviews from both critics and fans, with the major complaint being directed towards its clunky controls and camera. Despite the response to the game as a whole, critics were generally amazed by the Battle of Hoth level, particularly its success in recreating the scene from The Empire Strikes Back as an interactive experience.

Despite mixed reviews, Shadows of the Empire was a commercial success, having sold over 1 million copies.

Differences with novel and comics[]

Although the game designers tried not to contradict the novel[2] there are many notable differences between the game, novel, and comics.

  • Though Dash has only a small supporting role in the comics and novel, he was chosen to be the player character of the game.
  • In the novel, Luke recalls that Dash managed to bring down an AT-AT during the Battle of Hoth. In the game, it is revealed that Dash destroyed three of them.
  • Dash Rendar manages to kill all or most of Jabba's hitmen before they even reach Ben Kenobi's hut.
  • He finds Luke Skywalker not at the hut but also riding a swoop, and he already knows about the Suprosa.
  • There is no mention made of the Bothan agents, and Luke and Dash depart for the Suprosa from Tatooine instead of Bothawui.
  • Dash boards the Suprosa alone, and is forced to fight his way to the supercomputer.
  • In the game, Dash plants bombs to destroy Xizor's castle, while in the novel he joins Luke, Lando and Chewie infiltrating the castle. It is Lando Calrissian who drops a thermal detonator down the garbage chute that causes its collapse.
  • If the player beats the game on medium difficulty or higher, the game reveals that Dash Rendar escaped the skyhook via a jump to hyperspace and decided to lay low for a while. He remarks that it is good to be known as a martyr while still being alive. Dash's survival is consistent with the sequel and other sources.


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By type
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Droid models



Organizations and titles

Sentient species

Vehicles and vessels

Weapons and technology



Notes and references[]

External links[]