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"Sure, some guy in a factory probably pieced me together originally, and someone else programmed me, so to speak. But then the galaxy itself forged me into who I am. Because we learn, Lando. We're programmed to learn. Which means we grow. We grow away from that singular moment of creation, become something new with each changing moment of our lives—yes, lives—and look at me: these parts. I did this. So maybe when we say the Maker we're referring to the whole galaxy, or maybe we just mean ourselves. Maybe we're our own makers, no matter who put the parts together."
―L3-37, to Lando Calrissian[src]

L3-37, abbreviated L3,[3] or Elthree, or Vuffi,[6] 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,[7] 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.[8] She cared deeply about droid rights,[3][8] a trait which led to her eventual demise.[1]



In 10 BBY, L3-37 and Lando Calrissian visited the Lodge on Vandor to enjoy some downtime after Calrissian completed a smuggling run on Felucia.[2]


L3-37 on Vandor

Sometime later, 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.[1]

Mission to KesselEdit


L3-37 leads the liberated droids on 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 during the escape. Aboard the Millennium Falcon, L3 was held in Calrissian's lap, while Calrissian mourned for L3, 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.[9]

Uploaded into the Millennium FalconEdit

After the Falcon was attacked by Imperial TIE fighters as they attempted to escape Kessel, L3 was uploaded into the Falcon by Calrissian, acting as the ship's navigational system, helping the gang to escape the gravity well and leave the Kessel Run, so that 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 skirmish 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.[9]

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, also acquiring L3-37 in the process.[1]

Later adventuresEdit

"Sir, I don't know where your ship learned to communicate, but it has the most peculiar dialect."
―C-3PO, to Han Solo[src]

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.[10] She also helped Solo and his friends escape from the Hoth system following the Battle of Hoth. During the escape, the protocol droid C-3PO informed Solo his ship had the most peculiar dialect.[11] Calrissian later piloted the Falcon when he and the Sullustan Nien Nunb destroyed the second Death Star during in the Battle of Endor.[12]

Behind the scenesEdit

"Working with [Phil Lord and Christopher Miller] early on, we asked (or rather THEY asked) what are some ways we can enrich people's experience of the other movies. We all thought of the MF as a character with a long history PRIOR to our story. L3 becomes a part of its personality, the prickly, sarcastic part."
Jon Kasdan[src]

L3-37 was portrayed via motion-capture by Phoebe Waller-Bridge in the 2018 Star Wars Anthology film Solo: A Star Wars Story.[1] Waller-Bridge's casting in the film was first announced on February 21, 2017.[13][4] Her name is a reference to LEET, the act of replacing certain letters of a word with numbers, often done on the Internet.[7]

The character of L3-37 was conceived in conversations between former directors Phil Lord and Christopher Miller and screenwriters Lawrence and Jon Kasdan, evolving from Miller's observation that Wuher, the bartender of Chalmun's Cantina seen in the original Star Wars film Star Wars: Episode IV A New Hope, considered droids to be the least rambunctious folks in the galaxy.[14] Early versions of the film's story included L3-37 incorporating the navigation computer from the Millennium Falcon's cockpit into her design, with the idea being that L3 came with the Falcon when Lando Calrissian acquired it.[15]

The Falcon's "mind"Edit

In the 1980 film Star Wars: Episode V The Empire Strikes Back, while aboard the Millennium Falcon after the Battle of Hoth, C-3PO tells Han that he didn't know where the ship learned to communicate, but it had the most peculiar dialect. Following the release of Solo, many people theorized that C-3PO was actually referring to L3. In response, the Star Wars Twitter account confirmed that C-3PO was indeed referring to L3.[16]


Non-canon appearancesEdit


Notes and referencesEdit

External linksEdit