'Solo' L3-37 Twist Changes the Millennium Falcon Forever

One of the most shocking twists in Solo: A Star Wars Story will forever change how you look at the Millennium Falcon, because the spacecraft far more than just the fastest hunk of junk in the galaxy. In a way, it has just as much personality as every droid we’ve ever encountered, perhaps even more.

Huge spoilers for Solo follow.

Solo: A Star Wars Story hit theaters on Friday, and with it came the complicated origin stories for Han, Chewbacca, Lando, and the Millennium Falcon. We outlined a complicated theory back in March that turned out to be 100 percent true: In roughly the second act of the movie, Lando’s first mate droid L3-37 is shot and destroyed while the group attacks a mining base on Kessel stealing some raw coaxium.

She’s essentially “dead” and the gang is in dire straights flying through the “maelstrom” when Han comes up with the idea to hardwire her navigational system directly into the Millennium Falcon’s onboard computer. Lando does exactly that, which means that every time we’ve ever seen the Falcon fly or heard C-3PO complain about its behavior, a piece of L3-37’s personality was there every step of the way.

L3-37 is a delight in 'Solo' while she's still "alive."


When we meet L3 in Solo, she’s a rowdy droid that cobbled herself together from random astromech and protocol droid parts (think of it like her being part R2-D2 and part C-3PO, at least in terms of her mechanical composition). At one point during Solo, Lando points out that she has the most robust navigational maps in the galaxy, so aside from having a winning personality and constantly trying to liberate other droids in hilarious fashion, she’s also incredibly useful.

When she and Lando fly the Falcon, she plugs directly into the ship and is able to calculate the most efficient flight routes in any given situation. Which is exactly the kind of thing they need when making the Kessel Run. Harvesting her droid brain seems pretty macabre as its happening, but it essentially gives her a way to live beyond her “death” by fusing with the Falcon.

For all we know, this is something that could feasibly be undone if Solo gets any direct sequels, but for the time being this revelation will forever change how you look at the YT-1300 light freighter when it appears in future movies.


Remember how C-3PO “talks” to the Falcon to figure out what’s wrong with the hyperdrive in Empire Strikes Back? “I don’t know where your ship learned to communicate,” the anxious golden robot says, “but it has the most peculiar dialect.” The novelization for The Last Jedi also dropped some deep hints about this L3 development while R2-D2 also “talks” to the ship and notes the ship’s “three droid brains quarreling endlessly unless forced to work together.”

Perhaps the most telling hint at L3 being part of the ship was R2’s note that the Falcon “had a fondness for both romantic gossip and dirty jokes.” The film makes a point to note that Lando is sort of in love with L3-37 and that sex between them would be totally doable.

Too bad that not only is L3’s droid body gone, but Lando doesn’t even own the ship anymore at the end of Solo. So any kind of physical intimacy with L3 is forever out of the question.

Solo: A Star Wars Story is currently in theaters.

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