The Empire Strikes Back is one of the best sequels ever made. No one denies that, and there’s been so much written about the special effects, the production design, the darker tone, and the movie’s expansion of the Star Wars universe that it’s important to remember that the dialogue is great, too. Not just the famous one-liners like Darth Vader (voiced by James Earl Jones) telling Luke (Mark Hamill) that he’s his father, Yoda (voiced and performed by Frank Oz) saying “there is no try” or “Wars not make one great,” and Han (Harrison Ford) telling a guy he’ll see him in hell. There are plenty of other top-self quotes, and they’re great for a variety of reasons.
The bst quotes in The Empire Strikes Back are by turns funny, intimidating, ominous, mystical, and shocking. Many are famous, but a few of them are a bit overlooked. Together, they portray the impressive range in tone, the humor, the wonder, and the emotional power of the franchise when the Force was strongest with it. Ranked by how well they work with the rest of the scene to achieve their intended effects, here are the greatest quotes in the first Star Wars sequel.
10
“You will be. You will be.”
Yoda (Frank Oz)
Master Yoda is arguing with Obi Wan (Alec Guinness) and Luke over whether the boy is suitable for Jedi training. Yoda claims Luke is too reckless, that he’s too old, and we can certainly see that Luke isn’t the most patient person in the world. Luke says he’s not afraid, but Yoda doesn’t have the most encouraging reply: “You will be.” Then he lowers the pitch of his voice even further: “You will be.” The repetition and lack of elaboration strikes both fear and curiosity in the viewer.
The close-up is important, too, emphasizing Yoda’s stark shift from being silly and seemingly erratic to appearing deadly serious and wise. It’s fascinating how much can change in a single scene. This quote is all the more powerful with the shot of Luke after the quote: the young Jedi is already afraid, and we’re afraid for him. Also, this is a perfect example of why Yoda’s wonky grammar is best used sparingly. “Be, you will” just wouldn’t hit the same.
9
“Why you stuck up…half-witted…scruffy-looking…nerf-herder!”
Princess Leia (Carrie Fisher)
Now that Luke’s out of the cold and safe in the Rebel base, Han can return to the subject of Leia (Carrie Fisher) having feelings for him. Han puts his hand around her shoulder and tells the others that she expressed romantic feelings for him. Since this is absolutely not true, Leia gets madder than usual. Shaking him off, she says “Why you stuck up…half-witted…scruffy-looking…nerf-herder!” Who knows what a nerf herder is, but it’s clearly not a flattering description.
Han amusingly only takes offense to the scruffy-looking part, as that apparently hit a nerve. He claims he must have hit pretty close to the mark to get her that mad, so Leia kisses Luke instead to prove otherwise. She is so full of insults, but watching her get so angry that she struggles to come up with the right words to express her rage makes this a uniquely funny piece of character development that sets up a nice contrast to how Leia will speak to Han in the end.
8
“It’s not fair…”
Han Solo (Harrison Ford)
Han and the others are out of the asteroid field, but now the Empire is closing in on them once again. The pilot supposedly had the light speed fixed, but it fails them at the moment of truth. He counts to three: nothing. The look on Han’s face is fantastic as he says to himself, “It’s not fair…” First of all, this is such a Han thing to say; the guy is so cocky that when something very important goes wrong, he reacts almost as a child would. He goes on to say it’s not his fault, though his obvious confusion suggests he doesn’t really know whose fault it is.
This also hits on another significant aspect of The Empire Strikes Back: things go wrong. The Rebels are driven from their base, Han and Leia are constantly chased by the Empire, the Falcon’s not working. Fate is more on the villains’ side, and this moment perfectly captures that framework. Our heroes look desperate here, and Han will have to think on his feet yet again. This constant scrappiness plays a big part in the viewer’s ability to believe and relate to these characters.
7
“Would it help if I got out and pushed?”
Princess Leia (Carrie Fisher)
The Millennium Falcon is having some serious trouble. Chewy (Peter Mayhew) and Han have been fixing it throughout the entire first act of the movie, and it still doesn’t want to take off. With the Empire on their way, this makes for pretty bad timing. Leia’s response is priceless: “Would it help if I got out and pushed?” Comparing the fastest ship in the solar system to a car that won’t start is such a burn, so using that expression in this situation is hilarious.
The absurdity of the idea makes this one of Leia’s funniest uses of sarcasm in one of Carrie Fisher’s best movies. A worried Han turns to her and says, “It might!” Their dynamic is so good throughout this movie. Ford and Fisher’s performances demonstrate that they (as well as director Irvin Kershner) know exactly what they’re doing. One of the many charms of the original series is how very dangerous situations can be treated playfully enough to appeal to viewers of all ages, and this is among the best examples.
6
“Never tell me the odds.”
Han Solo (Harrison Ford)
Did you know that the probability of successfully navigating an asteroid field is approximately 3,720 to one? Han Solo didn’t, but the ever-helpful C-3PO is quick to tell him once the pilot decides the only way to evade the Empire is to fly into an asteroid field. Han is focused on the task at hand right now, so he can’t take the time to turn around and give the robot a look. Staring ahead, and in a fairly neutral tone, Solo replies, “Never tell me the odds.”
This moment charmingly captures the difference between how C-3PO and Han approach things. The robot is easily panicked and focuses strictly on statistics. Solo, by contrast, is a guy who thinks fast on his feet, keeps his composure under pressure, and does what he feels is necessary to escape—odds be damned. Summing up the man’s cooler and more serious side, this quote is a hallmark of what’s considered one of Harrison Ford’s best movies.
5
“Apology accepted, Captain Needa.”
Darth Vader (James Earl Jones)
Vader’s on a rampage in The Empire Strikes Back. Captain Needa (Michael Culver) lost track of the Millennium Falcon earlier. In response, he said very nervously that he would take responsibility for it and apologize to Vader himself. Well, immediately after Yoda raises Luke’s ship out of the swamp, we cut to an intense closeup of Captain Needa holding his throat and gasping for breath. He dies on the spot, at which point we see the bottom of Vader’s legendary suit. The camera slowly rises as we hear him say, “Apology accepted, Captain Needa.”
This is a particularly well-directed moment. The film has Vader look effortlessly powerful by filming his feet standing beside the captain’s lifeless face and moving the camera to a low-angle shot to make the audience look up at Vader as he signals men to take the body away. This quote also makes excellent use of context. We already knew that Needa’s apology wouldn’t be so well-received, so all we needed to hear was Vader’s amusingly sarcastic reply to intuit what just happened.
4
“That is why you fail.”
Yoda (Frank Oz)
After giving one hell of an inspirational speech about the power of the Force, Yoda still hasn’t convinced his trainee that he can lift a ship out of a swamp. So the master Jedi does so himself, and he does it with only one hand. With his eyes closed, too. Awestruck, Luke says he doesn’t believe it. Yoda’s answer is perfect: “That is why you fail.” You can hear the disappointment in Yoda’s voice; he makes a brief pause after he says “That,” emphasizing even more Luke’s mindset as the problem.
You can see it on his face, too. The way Yoda blinks before the line, the way he closes his eyes afterward. Frank Oz does some exceptional puppetry here, and his voice work is just as convincing. Believing in yourself and in the Force is a persistent theme of this movie, just as it was in its predecessor, and Yoda’s blunt reply here concisely captures Luke’s struggle with his training.
3
“No, I am your father.”
Darth Vader (James Earl Jones)
Darth Vader has just cut Luke’s arm off, so things aren’t looking too good for the young Jedi-in-training at the moment. Vader doesn’t want to kill him, though; he wants Luke on the dark side. He tells him about how much power he has, but Luke has no interest in joining the Empire. Vader starts to tell him about Luke’s father, and Luke cuts him off—saying that Obi Wan told him that Vader killed him. Vader’s reply is etched in cinema history: “No, I am your father.”
This is one of the most legendary plot twists in movie history. The wind blowing and Luke’s tormented expression help sell the plot twist, as we can see that Luke believes him. Given they can both search their feelings using the power of the Force, Luke realizes that Vader is telling the truth. It’s shocking, but it’s also been set up expertly throughout this movie and the last—including that sequence where Luke sees himself in Vader’s mask. For these reasons and more, this is a truly unforgettable quote that makes this a truly unforgettable moment in the saga.
2
“I know.”
Han Solo (Harrison Ford)
One of the most famous lines in all the Star Wars movies arrives in one of its darkest moments. Han is about to be put into carbon freeze, which he may or may not live through. After calming Chewbacca down, he and Leia kiss for what might be the very last time. Stormtroopers pull them apart, at which point they walk Han over to the machine. The lovers look at each other, helpless. Leia says “I love you,” and Solo says “I know.”
Han and Leia’s relationship has been gradually building to this moment throughout the entire film. All the tension—conveyed through brief glances at each other, their bickering, their softer moments—has naturally come to this. “I know” also carries a trace of that trademark Han cockiness, but he says it in a way that nevertheless means “I love you, too.” It’s hard to pull off explicit admissions of love without feeling oversentimental, so Han’s “I know” feels essential to this moment’s success. Luke learning that Darth Vader is his father may pack a punch to the gut, but this quote pierces us square in the heart—and it never hurts less upon repeated viewings.
1
“Luminous beings are we—not this crude matter. You must feel the Force around you. Here, between you. Me. The tree. The rock…”
Yoda (Frank Oz)
Now that his ship has sunk even farther, Luke is convinced they’ll never get it out. This launches Yoda into the most elegant description of the Force in the entire franchise. While Luke says the ship is too big, Yoda tells him that size doesn’t matter when your ally is the Force: “And a powerful ally it is. Life creates it, makes it grow. Its energy surrounds us, and binds us. Luminous beings are we—not this crude matter. You must feel the Force around you. Here, between you. Me. The tree. The rock—everywhere. Yes, even between the land and the ship.”
Reading this fantastic monologue doesn’t do it any justice, though. One must behold it. The close-up on Yoda as he describes the Force, looking around and out of frame—this beautifully evokes the idea that the Force is everywhere (and in everything). Along with Frank Oz’s masterful puppetry and John Williams‘ incredible score, these mystical words are elevated to a sense of wonder and appreciation for life (both in- and off-screen) that few other moments in any Star Wars media can hope to reach.