BesGas Three BesGas Three was a floating tibanna gas refinery that was located above the Outer Rim world of Bespin , built shortly before the outbreak of the Clone Wars . Fearing rebuke by the decidedly anti - droid citizens of the Galactic Republic during the Clone Wars , the droid workers of BesGas Three hijacked the refinery , taking it into the depths of Bespin ' s life zone , and erasing it from all data registries . For twenty - five years , the refinery and its inhabitants would go undisturbed . In 3 ABY , it was discovered accidentally by a droid named Spanner . As the droid workers of BesGas Three learned , the galaxy had not decided to outlaw droids following the Clone Wars . Hoping to return to civilization , the droids attempted to contact Cloud City , but their timing proved to be disadvantageous , as within hours , the Galactic Empire seized the floating settlement . In the process , the droids of BesGas Three were mind - wiped and absorbed into the Empire ' s own droid pool . In 36 ABY , the refinery became involved in a siphoning scandal involving the Dark Nest . Description . BesGas Three was made up of a large saucer - shaped platform , which featured a large tower that ran through the center , and many storage tanks . The central tower housed the habitation and storage decks . To harvest the tibanna gas from Bespin ' s atmosphere , BesGas Three used multiple intake fans , which would freeze over time . Other maintenance problems included clogged transfer pipes , which needed to be cleaned out manually . History . Fleeing possible retribution . BesGas Three was a tibanna gas refinery that was built just prior to the pan - galactic Clone Wars . When the wars broke out , strong anti - droid sentiments wracked the Galactic Republic , due to the use of droid armies by the Confederacy of Independent Systems . Fearing for their own survival , a group of labor droids working on the refinery hijacked the station and took it down to the lower levels of Bespin ' s life zone , the area of the planet ' s atmosphere where a number of native species lived . The droids feared that if the Republic won the war , droids would be outlawed throughout the galaxy . When the Confederacy attacked Bespin , independently operated harvesting platforms such as BesGas Three were neutralized , as the invaders hoped to commandeer the facilities for their own use . BesGas Three itself was thought to have been destroyed in the carnage , but in reality , the droids had erased the refinery from all data registries . Re - emergence . BesGas Three remained hidden until 3 ABY . In the twenty - five years since its " disappearance , " the labor droids had lived in peace , constantly tweaking the refinery and , due to the high pressure in the low areas of the Life Zone , performing constant maintenance upon one another . The droids had no idea of the state of change that the galaxy had experienced over the years , until an LE - series repair droid named Spanner stumbled upon BesGas Three . Spanner had fled Cloud City following a droid revolt instigated by EV - 9D9 , and was heading for Tibannopolis before reaching BesGas Three accidentally . The BesGas Three droids learned from Spanner that their predictions had been inaccurate , and that droids were still widespread in the galaxy . Acting upon their new information , the droids brought BesGas Three into close proximity of Cloud City , in the hopes of re - establishing contact . Their timing , however , was disadvantageous — only hours later , the Galactic Empire annexed Cloud City and assimilated the BesGas Three droids into their own pools , issuing mind - wipes in the process . BesGas Three once more was refining gas , but this time under the Imperial banner . BesGas Three continued to operate for decades . In 36 ABY , Verpine tappers under the influence of the Dark Nest , an aggressive and violent faction of the Killik species , came to BesGas Three and siphoned a considerable amount of tibanna gas from its reserves for profit . Jedi Knights Jaina Solo and Zekk , who were investigating the multiple reports of gas siphoning , caught the tappers in the act . After a small dogfight that resulted in the blackout of several residential decks of BesGas Three , Solo and Zekk chased the tappers away from the refinery . Behind the scenes . BesGas Three made its first appearance in Troy Denning ' s " " , where it served as a location for the book ' s opening . Eventually , BesGas Three was given a backstory by Tyler Fisher , through StarWars . com ' s " What ' s The Story ? " feature . The original submission form identified BesGas Three as the refinery that had made its first appearance in the 1997 " Special Edition " release of . It was in turn based on an original concept drawing by Ralph McQuarrie , which went unused in the original 1980 cut of the film but was then salvaged for the later re - release . McQuarrie ' s art was showcased in 1995 ' s " The Illustrated Star Wars Universe " . The Databank entry for BesGas Three would also use McQuarrie ' s original concept art as an illustration . Fisher initially found the prospect of writing about a refinery daunting , but when he noticed how unusually close it was to Cloud City , he decided to set about explaining just why it was there in " The Empire Strikes Back " . His initial idea was that BesGas Three contained the brain of one of IG - 88 ' s sleeper drones , who , when detecting IG - 88B on Cloud City , would be drawn to its master . Fisher dispensed with the idea , however , and began researching the Databank entries for Lando Calrissian , Cloud City , and Bespin . In Calrissian ' s entry , he discovered that the character had initially been written as a clone trooper who had survived the Clone Wars . Remembering that Bespin was the site of a battle from the Clone Wars , he took inspiration from Calrissian ' s original concept and decided to tie BesGas Three to the earlier conflict . His initial idea was to have the platform populated by clones , but rejected the idea due to several reasons , including the platform ' s living conditions and lack of food , as well as a lack of motivation on the part of the clones . Settling on the idea of droids populating the platform , Fisher then found himself having to come up with a reason for them to come out of hiding at the time of " The Empire Strike Back " . He remembered that in " " from " Tales from Jabba ' s Palace " , the character EV - 9D9 had created chaos for droids residing on Cloud City , and supposed that one droid fleeing Cloud City would be able to come across BesGas Three . Fisher ' s original droid character , " Spanner , " was made a LE - series repair droid , as he believed that the model had not been seen much outside the " " multimedia project . Originally , Fisher ' s entry left the fate of the droids unknown , but the StarWars . com authors altered this , and had them mind - wiped by the Empire . The tidbit about Jaina Solo and Zekk ' s exploits at the end of the entry was also added by the editors , as Fisher did not see any point in recounting the events of " The Unseen Queen " .