Star Wars: Shadows of the Empire (N64)

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Star Wars: Shadows of the Empire
Star Wars Shadows of the Empire - N64 - USA.png
Platform: Nintendo 64
Year: 1996
Developer: LucasArts
Buy: Amazon

Star Wars: Shadows of the Empire is a Star Wars game that is set in the timeframe between The Empire Strikes Back and Return of the Jedi, with its storyline starting early in the former film, and wrapping up just as the latter film is about to get underway. It was produced as part of a larger "multimedia project" that would produce everything related to a Star Wars film except the film itself, which in retrospect was obviously a dry run for the Star Wars prequel trilogy.

The player controls Dash Rendar, an old friend of Han Solo's who signs on to do some work for the Rebel Alliance, and ends up taking Han's place in the ensemble after Han gets frozen in carbonite. Dash is then forced to go up against the evil Prince Xizor, a gangster working for the Empire. It's kind of obvious that LucasArts were still finding their feet when it came to working with true 3D, as the vehicular sections (apart from the notorious Speeder Bike segment) are generally very good, with the game's Battle of Hoth rendition being among the most fondly-remembered parts of any Star Wars game to date, but the on-foot sections are plodding and control awkwardly. Still, it's an overall decent and memorable game.


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The title screen.

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It wouldn't be a Star Wars game without an intro scroll.

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The storyline is advanced in these cutscenes.

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The Battle of Hoth starts out with small fry such as probe droids...

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...but then you come up against AT-ATs, who need to be brought down to size.

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Covering for the Millennium Falcon's escape during one of the on-foot segments.


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The soundtrack consists of a mix of John Williams's music from The Empire Strikes Back, and original music composed for the accompanying soundtrack CD by film and TV composer Joel McNeely. Williams' music needs no introduction of course, but McNeely's contributions do a very nice job of fitting in with the style of the existing music.

Where the game really stands out is in how the music is implemented. Instead of rearranging the compositions in the then-usual manner, Peter McConnell directly sampled Williams' and McNeely's orchestrated music and turned it into loops that the game plays back. While the quality does take a hit from the compression, and results in the music rip alone being bigger than most Super NES or Genesis games, it gives the music a fidelity that vastly outstrips most other console games from this era.


# Title ComposerArranger Length Listen Download
01 Star Wars Theme John WilliamsPeter McConnell 0:49
02 Shadows of the Empire Joel McNeelyPeter McConnell 1:14
03 Game Start John WilliamsPeter McConnell 0:05
04 Battle of Hoth John WilliamsPeter McConnell 2:26
05 Rebel Base John WilliamsPeter McConnell 1:40
06 Boss Battle John WilliamsPeter McConnell 1:26
07 Asteroid Field John WilliamsPeter McConnell 3:00
08 Junkyard John WilliamsPeter McConnell 2:08
09 Space Port John WilliamsPeter McConnell 1:27
10 Beggar's Canyon Chase Joel McNeelyPeter McConnell 1:54
11 Into The Sewers Joel McNeelyPeter McConnell 2:19
12 Xizor's Palace Joel McNeelyPeter McConnell 1:41
13 Skyhook Battle Joel McNeelyPeter McConnell 1:41
14 Game Over John WilliamsPeter McConnell 0:06



We have tried to use the original track names from soundtrack releases wherever possible. However, some of the tracks are used in different contexts to how they were originally intended, so for those instances their in-game location is used instead.

Game Rip






Ripping Nintendo 64 music is beyond the scope of this Wiki.


  USA.svg   USA
Star Wars Shadows of the Empire - N64 - USA.png
Title: Star Wars: Shadows of the Empire
Platform: Nintendo 64
Released: 1996-12-03
Publisher: LucasArts