Cloud City / Legends 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 . Characteristics . Layout . Cloud City consisted of 392 levels , in addition to level zero , a top - side surface - level plaza concourse . The level - arrangements were as follows : 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 . Some of the nearby floating settlements , like the Vapor Room , and industrial platforms were also considered part of the city . Six Gravity Control Generator s 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 . The city ' s main function was to harvest tibanna gas , by using tractor beams to draw the gas into internal refineries . Government . 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 . The Office of the Surgeon - General provided information to any and all major planetary systems for any travelers . Population . The last official census placed Cloud City ' s population at 5 , 427 , 080 . That figure did not count the droids . As Bespin ' s total population was estimated at 6 million , the city was by far the dominant settlement on Bespin . History . Cloud City was first commissioned in 1989 BBY and built by Ecclessis Figg , with the aid of Ugnaught labor and contracted employees from the Incom Corporation , around 400 BBY . During the Clone Wars , the Confederacy of Independent Systems launched an invasion force of battle droids to attack the tibanna gas which was providing energy for Galactic Republic warships . Jedi Master Glynn - Beti and groups of clone troopers along with some Jedi starfighters and LAAT gunships defended Bespin from the invasion force . Cloud City became overrun by B1 battle droid , B2 super battle droids , and droidekas . Vulture Droids and Droid Gunships ran the skies , destroying many Jedi starfighters and gunships . The Republic Army managed to save some civilians and take them to a Star Destroyer and escape , but the Confederacy was able to capture the planet , if only for a time . 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 . 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 " , 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 . 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 . 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 . 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 . During this period , Cloud City was relatively isolated and considered to be relatively unimportant by the extraplanetary authorities , although Calrissian developed a tourism and casino industry . 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 . 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 . 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 . During the occupation the Imperial forces present on Bespin were attacked by a Rebel force . 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 . Cloud City was liberated following the Battle of Endor thanks to the intel provided by Tian Chyler , a defector from the Imperial Security Bureau . 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 . 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 , 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 . By 35 ABY , during the Dark Nest Crisis , Bespin was troubled by the appearance of Tibanna tapper s , 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 . 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 . Behind the scenes . In the early 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 , released in 1980 . When Ralph McQuarrie began conceptual work for the , 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 " " 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 " . " Cloud City also appears in two separate battles in the 2004 video game , " , " 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 " " .