Cloud City was a Tibanna gas mining outpost in the skies of Bespin. Lando Calrissian came to be the baron administrator there by the time the Rebel Alliance was fleeing from the Empire after the Battle Of Yavin. It had 392 levels consisting of luxury hotels and casinos, housing areas, industrial areas, factories, gas refineries, and the 36,000 repulsorlift engines that kept the city afloat. Battle Of Hoth, Han Solo's ship, the Millenium Falcon, limped its way to Cloud City. Solo got needed repairs from Calrissian, but was also betrayed by the baron administrator as the Empire had already forced Lando to agree to turn on his old friend. In the end, Lando was able to help Han's friends escape Imperial imprisonment and joined the Rebel Alliance.