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The most famous instance of improvisation in The Empire Strikes Back—and perhaps in all of cinema history—is the exchange between Han Solo and Princess Leia just before Han is frozen in carbonite. However, there are a few other moments where the actors’ input or spontaneous actions shaped the final film.
Here are the specific details:
This is the definitive improvised moment of the film. In the original script written by Leigh Brackett and Lawrence Kasdan, the exchange was written as follows:
During filming, Harrison Ford felt that a sentimental response didn't fit Han Solo’s "scoundrel" persona, especially in a moment where he was trying to maintain his bravado in the face of potential death. Ford discussed this with director Irvin Kershner.
After several takes of the scripted line, Kershner told Ford to try something else. On the next take, when Carrie Fisher said, "I love you," Ford instinctively replied, "I know." Kershner recognized immediately that the line perfectly captured Han’s character—arrogant yet deeply affectionate—and it remained in the final cut.
When Luke first encounters Yoda on Dagobah (before he realizes the small creature is a Jedi Master), Yoda begins rummaging through Luke’s survival gear. He finds a power lamp and starts a "tug-of-war" with R2-D2, eventually hitting the droid with his cane.
While the beat of Yoda being annoying was in the script, the specific physical comedy was largely improvised by Frank Oz (Yoda’s puppeteer and voice) and the performance of the R2-D2 unit. Frank Oz used his background in the Muppets to bring a sense of spontaneous, chaotic life to the puppet, which forced Mark Hamill to react naturally to the creature's unpredictable movements.
Director Irvin Kershner was much more collaborative with his actors than George Lucas had been on the first film. He encouraged Mark Hamill, Harrison Ford, and Carrie Fisher to "workshop" their dialogue to make it feel more natural.
During the scenes on the Millennium Falcon while they are hiding in the asteroid field, much of the overlapping dialogue and the rapid-fire bickering between Han and Leia was refined through improvisation during rehearsals. Specifically, the "I like nice men" / "I’m a nice man" exchange was shaped by Ford and Fisher’s chemistry and their suggestions to Kershner to make the romance feel more "screwball comedy" in style.
While not a change in dialogue, Billy Dee Williams brought a specific suave physicality to Lando Calrissian that wasn't strictly dictated by the script. In the scene where he welcomes the protagonists to Cloud City, his smooth gestures and the way he leaned into Leia’s space were choices Williams made to immediately distinguish Lando’s polished "city administrator" persona from Han’s rough-around-the-edges personality.
When the door opens on Cloud City to reveal Darth Vader waiting at the dining table, the script was quite sparse. Harrison Ford’s immediate reaction—drawing his blaster and firing multiple shots at Vader without hesitation—was a character choice emphasized by Ford and Kershner to show that Solo was a man of action who wouldn't be paralyzed by fear, even when facing a Sith Lord. Vader’s calm response (using the Force to disarm him and saying, "We would be honored if you would join us") was played with a dry irony that came through in the physical performance of David Prowse and the subsequent voice work of James Earl Jones.
The summary missed the most verifiable and famous improvisation by Harrison Ford in the asteroid field scene: the line 'Never tell me the odds.'
The most famous improvised line in The Empire Strikes Back is indeed Han Solo's "I know," though it was a pre-planned change suggested by Harrison Ford on the day of filming rather than a spontaneous ad-lib during the take. Another confirmed improvisation is Ford's line "Never tell me the odds" in the asteroid field scene. The AI summary incorrectly identifies several other moments as improvisation: Yoda's physical comedy was heavily choreographed due to the complexity of the puppet; the "nice men" dialogue is a scripted homage to Gone With The Wind; the "Colt 45" connection to Lando is an anachronism (the commercials aired years later); and Han shooting Vader was a scripted special effects sequence.