L3-37

**L3-37**, abbreviated **L3**,[3] or **Elthree**, or **Vuffi**,[5] was a feminine[3] custom self-made piloting droid[2] associated with Lando Calrissian who was active during the reign of the Galactic Empire.[4] She was a one-of-a-kind droid, assembling and improving herself with scraps of other droids,[6] including her torso, which she pieced together from an old astromech.[3] Her brain module began as part of an R3-series astromech droid, including data from an espionage droid, custom coding and protocol droid processors.[2]

L3 was also built from already used protocol parts and was also an enlightened navigator.[7] She cared deeply about droid rights,[3][7] a trait which led to her eventual demise.

While L3-37 and Lando Calrissian were on Batuv, Calrissian was approached by the Petrusian Kristiss, who wanted to hire him to smuggle weaponry into the Imperial outpost on the world of Kullgroon. Knowing that the outpost held slaves, and that Calrissian had debts to pay to Brushaun, a gambler who had lost two thousand credits to him, L3 convinced him to accept the mission. As they left Batuv on the Millennium Falcon, they were attacked by Imperial TIE fighters. Calrissian told L3 to take the ship's controls while he shot back at the TIEs. As the ship's shields took severe damage, Calrissian ordered L3 to maneuver around a small moon so he could destroy the TIEs. Before Calrissian could show off, L3 told him that they were approaching Kullgroon.[8]

To get past the patrol ships on Kullgroon, Calrissian powered down the Falcon and let it fall out of its orbit. L3 piloted the Falcon to the Wastelands Of Kullgroon, and along with Calrissian and Kristiss, left the ship and split up to explore entry points to the facility. Some time later, L3 accessed the Imperial network, discovering Kristiss had been captured by stormtroopers. Calrissian suggested that they leave, but L3 reminded him that they still did not have enough money to pay off Brushaun. Reluctantly, Calrissian agreed to continue, while L3 downloaded the Imperial security codes. While entering the droid-repair facility among a number of other droids, L3 was later contacted by Kristiss, who told her that she couldn't contact Lando. Before L3 could reply, she discovered that the facility's true purpose was to melt down and destroy the droids, not repair them.  Angered by this,[9] L3 escaped and disabled the power to the droid incinerators. Calrissian, who had been captured by the outlaw Batalla, managed to acquire a communications devicefrom a protocol droid so that he could contact her. L3 was unimpressed by the fact that he had harmed an innocent droid, but nevertheless left to assist him. While Calrissian was being forced to fight members of the Zakku Rain Cartelin an arena, L3 brought the Falcon to him, firing on the arena as she did so. As they escaped, they dodged several large creatures, but were then pursued by a unit of TIE fighters.  Calrissian managed to evade the TIEs by pretending that the Falcon had crashed into a rock formation, and they set the ship down on the ground. Calrissian entered the facility through a sewage expulsion port and asked L3 to hack into the mainframe and shut down the security monitors on the levels where Kristiss and her father Rythus were located. He managed to convince the Petrusian slaves to revolt, and contacted L3, telling her to move the Falcon to the sewage pipe. When Calrissian arrived with the slaves, L3 gave him a new communicator, while the Petrusians collected their weapons.  Calrissian and the Petrusians fought back against the stormtroopers at the outpost, while L3 waited in the Falcon. She noticed several TIE brutes heading to the outpost, and warned Calrissian. Kristiss and Rythus revealed that rather than destroying the droids, the Petrusians had reprogrammed them to rise up and fight. As L3 piloted the Falcon, shooting down the TIE fighters, she noticed the droid revolution, and landed the ship so she could fight with them, despite Calrissian's protests not to.  While L3 fought alongside the droids, the Petrusians and Calrissian, she noticed that the Falcon had been occupied by stormtroopers. While Calrissian wanted to kill the stormtroopers, L3 suggested that he figure out where it was being taken and steal it back from them. Letting the Falcon go, Calrissian and L3 boarded a Sentinel-class landing craftthat had been stolen by Kristiss' men. After they had left Kullgroon, L3 sliced into the Empire's systems, and discovered that the Falcon was being taken to be impounded on Vandor. She told Calrissian this, and that Kristiss would drop the two of them off there.  One week later, L3 and Calrissian were on Vandor, and discovered where the Falcon was being kept. Deciding to play a game of sabacc, Calrissian headed to the Lodge in Fort Ypso.[12] The two of them also wanted to enjoy some downtime after Calrissian had completed a smuggling run on Felucia.  Shortly afterward, Calrissian was hired by the criminal Tobias Beckett and his gang to transport them to Kessel. L3, meanwhile, was trying to reason with[1] WG-22,[2] a droid who was being used for entertainment[1] in a fighting pit in the Lodge. Ralakili, who ran the droid pits,[2] got into a heated argument with L3, and she grabbed him by the face. Calrissian arrived, noticing this, and told L3 to let go of the man's face. L3 complied, and asked who Calrissian's acquaintances were. Calrissian explained that they were taking the group to the spice mines of Kessel.  They then traveled to Kessel aboard the Millennium Falcon, where L3 assisted Beckett's gang in their mission to obtain coaxium, which was to be transported to Savareen so the unstable material could be refined and they could rendezvous with Dryden Vos. During the mission, L3 freed several droids who were being used as slaves by the Pyke Syndicate. Whilst Han Solo and Chewbacca were making their way to the vault filled with coaxium, the droids L3 had freed started rebelling, freeing all of the other slaves in the mine.  The slaves rebelled against the guards, allowing Beckett's gang to escape to the Falcon. After nearly everyone was aboard the ship, L3 was shot by a guard and was severely damaged. Calrissian attempted to retrieve L3, only to lose half of her body and get injured himself during the escape. Aboard the Millennium Falcon, L3 was held in Calrissian's lap while Calrissian mourned for her, wishing that he had never taken the job. L3 responded, but deactivated shortly after they made it off of Kessel.[1] Calrissian removed her neural core from her head in order to integrate her data into the Falcon at the crew's suggestion.  After the Falcon was attacked by TIE fighters as they attempted to escape Kessel, L3 was uploaded into the Falcon by Calrissian, acting as the ship's navigational system. This helped the gang escape the gravity well and leave the Kessel Run so they could deliver the coaxium to Savareen.[1] The Falcon's computer convinced her to accept the integration. After Calrissian took the ship from the planet during the showdown on Savareen, the last bit of L3's independent processes shared a message with the gambler through the ship's computer screen. The Falcon finished merging with L3 as she mentioned that her time with Calrissian had been fun.[13]

Shortly after the deaths of Vos and Beckett, Solo tracked Lando to Numidian Prime, where he won the Falcon from Calrissian in a rematch of sabacc, acquiring L3 in the process.  L3 remained part of the Falcon, accompanying Solo and Chewbacca in their further adventures. She served the Falcon when Solo and Chewie used it to help Luke Skywalker destroy the Death Star during the Battle of Yavin.[14] She also helped Solo and his friends escape from the Hoth system following the Battle of Hoth. During the escape, as the protocol droid C-3PO tried to repair the Falcon's damaged hyperdrive, he informed Solo his ship had a very peculiar dialect.[15] Calrissian later piloted the Falcon when he and the Sullustan Nien Nunb destroyed the second Death Star during in the Battle of Endor.