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Nightmare Fuel / Star Wars: The Clone Wars

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As Senator Padmé Amidala once told C-3PO, it's a big universe out there. That means there's also some horrors waiting that could stick into the minds of even the most fearless Jedi, whether it be the horrors of war, surprisingly brutal deaths, creepy locales, frightening species, or psychopathic individuals from a galaxy far, far away.
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    Season One 
"Rising Malevolence"
  • The clone troopers getting their escape pods cracked by the nonchalant battle droids... humming a jaunty tune. This is somewhat creepy coming from the usually goofy B1/OOM battle droids.

"Duel of the Droids"

"Lair of Grievous"

  • The very nasty fight with Grievous that has the Jedi chopping his legs off, while he crawls on the ceiling.
  • A clone trooper getting incinerated in a lava pit, a la Indiana Jones and the Temple of Doom.
  • Grievous' horrifying "pet", which mauls a clone trooper to death.
  • Grievous' droid doctor telling him that there may be "some discomfort" and then beginning to cut open his head as he screams in agony.
    • What's worse is that the droid doesn't just start cutting into Grevious' head, he makes a quick incision and then starts peeling the mask off slowly causing a sickening fleshy noise and Grevious making hideous gurgling noises. The viewer doesn't get to see just what he looks like under the mask and that's probably for the best.
  • The eponymous lair itself, which has more than a little bit of H. R. Giger influence in its design and lighting.

Blue Shadow Virus arc

  • This two-part story arc features the Blue Shadow Virus, full stop. Once you're infected, you have 48 hours to live before the infection is fatal. It killed millions before it was eradicated, and spread throughout the galaxy. And just to make matters worse, the only cure is a root (which also comes from a Man-Eating Plant) located on a planet that no-one can leave without dying due to a Separatist defense system installed throughout the planet's moons. Then Rex, Ahsoka, and Padmé as well as some clone troopers, are infected by it and we see the virus' effects first hand. That's when you realize just how much damage the airborne strain that Dr. Nuvo Vindi could have caused if the lab has been breached and the virus escaped to the rest of Naboo, or if the plot to release it to several key star systems couldn't be stopped it in time.

"Hostage Crisis"

  • Cad Bane and his group of bounty hunters take a Senate landing pad by force. When command radios in to the fallen Senate Guards about the blaster fire, a disguised commando droid explains it as "Protesters against the war. We've taken care of them," which has some horrific implications that the Republic is already turning into a military dictatorship this early in the war.

    Season Two 
"Cargo of Doom"
  • There's a scene where Cad Bane tortures Jedi Master Bolla Ropal using electricity. The entire sequence — Bane's coldness, Ropal's death, complete with tongue sticking out, and what really sealed it is the battle droids confirming Ropal's death in an unusually emotionless tone for them.

"Children of the Force"

  • The scene in the episode where Obi-Wan, Anakin, and Mace try to gain information from Cad Bane by using a Jedi Mind Trick on him, all at the same time. It's pretty creepy to watch the cold, calculating bounty hunter thrash in obvious agony as they assault his mind, with the Jedi knowing full well it could destroy him both mentally and physically.
    • Ahsoka looks on while being horrified at what she is seeing, emphasizing that what the others are doing is questionable at best. Not to mention, she's the one who suggested it.

"Legacy of Terror"

  • If you didn't think undead Geonosians are creepy enough, the source of their reanimation is even worse: the brain worms, which can not only control dead Geonosians, but living members of other species too. One of the Geonosians pulls out a mind-control worm and shows it to Luminara. Anakin wishes to free her, but Obi-Wan tells him to wait it out. The Geonosian then puts the worm on Luminara's face and Obi-Wan is still waiting to see how the worm will enter her head, although he really isn't and is just stalling Queen Karina so Commander Cody's men can get ready to blind her and the undead for their rescue plan.

"Brain Invaders"

  • Even with the death of Queen Karina the Great (the Geonosian Hive Queen controlling the worms), the worms are still a threat, as they now look for a new host for control. At the start of the episode, the first worm enters a clone and his eyes roll back into his head as the worm starts taking over, and when he wakes up, he suddenly gets back up on his feet in a way not dissimilar to a reanimating corpse.
  • The scene where Ahsoka and Barriss watch a bunch of infected clone troopers force a brain worm up another clone trooper's nose. Meanwhile, the infected clone troopers are speaking in fluent Geonosian, which should otherwise be very difficult for humans to speak. It gives a whole new meaning to Mind Rape.
  • Ahsoka's lightsaber duel with the brain worm-possessed Barriss, who at one point screams at Ahsoka with the worm coming out of her mouth like a long, snake-like tongue.
    Barriss: Kill me! Please!
  • When Ahsoka ruptures the cooling system to kill the worms, one of the infected clones drops to his knees and screams as the worm is dying. The worst part is how his jaw contorts as he screams.
  • Anakin interrogates Poggle, who is the only person who knows the worm's weakness. Anakin punches the prisoner into a wall after he refuses to comply, which then followed by him full on FORCE-CHOKING the now victim. It's horrible enough on its own and with the protocol droid translating everything Poggle says in a Creepy Monotone, but the background music sends it further into Nightmare fuel. The music? The Imperial March. The cold, calm voice Anakin uses while threatening Poggle is its own kind of terrifying. It's not quite the detached tone of Darth Vader, but it's clear that he's getting closer to that mindset.
    Poggle: [through translator droid] Your feeble Jedi mind tricks do not work on Geonosians. The other Jedi already discovered this.
    Anakin: Mind tricks? [strikes Poggle, sending him across the room] I don't need mind tricks to get you to talk...

"Voyage of Temptation"

  • The SD-K4 assassin droid. Imagine a giant metal spider with dozens of glowing red eyes and blades on its legs, and it's trying to kill you. Now imagine that when you kill it, it starts spewing out dozens of little metal spiders, also trying to kill you. And not even full body armor will protect you from them, as we get a shot of one clone having some crawl up into his helmet.
  • There's also that one scene of it moving clone trooper Redeye's corpse like a macabre marionette when Anakin comes across it before throwing the corpse at him. What's real scary is that this seems to take inspiration from the behavior of a real-life insect!
  • Anakin killing Tal Merrik. Sure, he is justified in doing so, but the scarier part is that the Imperial March plays after he does it, and he has a satisfied little smile on his face as he looks up from Merrik's corpse to Obi-Wan and Satine.

"Lethal Trackdown"

  • It's just a small thing, even having done the terrible things Boba Fett did to get revenge on Mace Windu, that the Jedi put a ten/eleven year old child in the general population of a prison is horrifying. There's probably a good reason Bossk decided to become Boba's bodyguard in prison despite no apparent rewards to be gained from it.
  • Honestly, the complete lack of compassion from anyone for a child who is clearly traumatized by his father's death and is being heavily manipulated by the adults "caring" for him is pretty unsettling. The guidebook Scum and Villainy adds some further horrific implications. As Boba is technically a rogue clone, he wouldn't have received due process in the Republic Judiciary, but Mace requested that Boba get a lighter sentence. If prison time can be considered a lighter sentence (and considering what we've seen of the Republic Judiciary during the Fugitive arc), a lot worse could have happened to Boba.

    Season Three 
  • Savage Opress' transformation, where his body is mutated into a larger, more powerful form, with his bones audibly cracking as they extend. The change to his personality is no less horrifying: he is turned from a decent, honourable man into a violent, brutish monster, willing to murder his own brother in cold blood with only a moment's hesitation. The murder of his own brother doubles as a Tear Jerker. Savage's death scene in "The Lawless" lends itself to some disturbing Fridge Horror: as he dies, Savage's body changes back to its original appearance and his personality seems to revert back to his pre-transformation self, which raises the question of whether any of Savage's evil acts were his own choice, or if he spent the final months of his life as a slave of the Nightsisters' brainwashing.
  • Savage's rampage on Devaron. Both a Moment of Awesome for Savage and a horrific Mook Horror Show for the clone troopers he kills. He takes a blaster bolt to the chest and doesn't even slow down. Here's a bit of Fridge Horror for you: when Savage kills Feral, we all cried because Feral is a young, innocent man. But think about this — Savage then goes searching for his brother... Darth Maul, who is a VERY nasty piece of work. Maul and Savage then join together in wreaking havoc throughout the galaxy, all in the name of simply capturing and torturing Obi-Wan Kenobi. They are only stopped when they encountered Palpatine. Feral would likely have joined his brothers in their rampage and then there would be THREE homicidal Zabraks let loose upon the galaxy...

Mortis arc

  • The Son is basically the Dark Side incarnate. He also sounds like Emperor Palpatine at times.
  • In "Ghosts of Mortis", Anakin's vision of his future is horrifying. He's basically watching himself become Darth Vader and butcher innocent children, fatally throttle his beloved wife, attempt to murder his best friend, and be party to the destruction of a planet and the genocide of billions of innocent people, all while being unable to stop the visions. Forget turning to the Dark Side, he's lucky he didn't go insane from the experience. And the worst part? There's nothing in those visions that he can prevent.
  • Ahsoka after the Son brainwashes her into becoming his Dark Side servant in "Altar of Mortis". Especially the part where we see her eye open, where we see it turn yellow (the color for the eyes of a Dark Sider).

"The Citadel"

  • The fact that the strike team entering the Citadel had to freeze themselves in carbonite, which, as The Empire Strikes Back presents, can be very traumatic to a normal living being.
    • Also, consider the fact that a child willingly froze herself just to join a mission.
    • And the very likely possibility that the carbon-frozen strike team could've been lost in space as they let droids fly the shuttle and the chances of technological malfunctions happening... they were luck to make it to the Citadel and not be lost in space for centuries.
  • The torture scene in the episode deserves mention, especially those seven words said by the torture droid as it reached for Even Piell's eye; "Say goodbye to your one good eye."


"Padawan Lost"

"Wookiee Hunt"

  • Going even further, being hunted for sport is a terrifying concept, but these Trandoshans also take trophies from sentient prey, and it's not limited to Wookiees. In addition to animal trophies, that hunting lodge mentioned above includes the heads of an Ithorian, a Gungan, and a Gran among others stuffed and mounted on pedestals. And then we have the not very kid-friendly implication that if Garnac (leader of the Trandoshan hunters) is the one who came out on top in the episode, he would have gone through with his promise to nail Ahsoka's hide to the wall for killing his son. *shudders*. Even before that, his intention for Ahsoka after hunting her down successfully is to behead her body and mount her stuffed, severed head alongside his other trophies. And you know how Kalifa mentioned that there were other Padawans/younglings on Wasskah before Ahsoka came? They were most likely taxidermied after being killed too.

    Season Four 
Mon Calamari arc
  • This story arc features exploding Gungans, Mon Calamari, and Quarren, courtesy of Riff Tamson's knife bombsnote . It gets even more gruesome when Lee-Char blows Tamson to bits with one of the shark-man's own bombs. We not only see blood onscreen, but also some of Tamson's remains, including his head, sink to the bottom of the sea.
  • Riff Tamson himself is pretty terrifying on his own. The aquatic life forms are all based off of squids, octopus and some kind of amphibian. Tamson? He's a freaking Shark. It's shown that he's fast enough to catch enemies on motorized water skis with just his own swimming prowess, and on top of his exploding knives, it's shown that his own teeth can crack glass meant to withstand the pressures of deep-sea diving. His incredibly loud roar will give you nightmares every time you here it. He's also a ruthless and cunning warlord. If it isn't for his preference for close combat, Prince Lee-Char might have never stood a chance against him. Even worse is he brought along more of his race to help him in the Prince's public execution, and their method of execution is to eat him alive while chained.

Umbara arc

  • Being from the clone troopers' perspective, this story arc is a study in War Is Hell, especially once General Pong Krell takes command of the 501st Legion.
    • It's not enough that he's one of the most evil characters. They just had to give Krell a character design and voice that make him seem like something out of your worst nightmare. His face radiates smug malice at every turn, and his voice sounds almost demonic.
    • Even before Krell takes command, things aren't that much better for the 501st.
      • First off, even ignoring that the Separatists have flesh-and-blood soldiers and that they are much more competent than the standard battle droid, the native forces are much more technologically advanced than the Republic. They may also attack you while you're sleeping in the trenches, and according to the episode guide's trivia section, those suits provide the Umbaran militiamen with a gaseous stimulant that not only keeps them awake, but also enhances their stamina and reflexes. In short, the Umbarans drug their own soldiers so they tire less easily than clone troopers, but it's also implied that the militiamen have become overdependent on the stimulant, as one is gasping for air after Fives breaks his helmet.
      • The Umbarans also have vehicles that can easily be mistaken for Mechanical Monsters at first glance due to their designs, their roars, and fluid movements. The first is the IAT, a gun-decorated centipede tank that can burrow underground and attack with little warning and move incredibly fast. Next is one of the most powerful weapons in the Umbaran arsenal, the HMC Juggernaut, which is Nigh-Invulnerable to Republic weapons, can move faster than its size and initial movement speed suggests and as far as we know, only the Umbarans' weapons are able to destroy them.
      • It's subtle, but Umbaran blaster and laser weapons fire green bolts... Just like many of the Empire's weapons. And after capturing the planet, the Republic gains access to that technology.
    • The planet itself isn't safe either, especially with the existence of two particular creatures encountered in the campaign. The first of these is the Vixus. Because it's Always Night on Umbara (thus lowering visibility) and there's a lot of fog and vegetation anyway, you might not notice that the vine you just tripped on is the tentacle of a large sarlacc-like passive predator with a claw-tipped tongue (and the similarities are no coincidence, as later sources confirm they are related species), and there's more than one of these things on the planet. Oh, and the inside of its mouth glows. You also need to keep your eye on the sky, or an Umbaran banshee may swoop down on you looking for a meal, and those things are big enough to lift a full-grown human off the ground. There's also a lovely moment where we see them feeding on what is unquestionably a body. However, because they're carrion feeders, you look promising to them when you're either dead or wounded or may attack even when you've got your back turned. With creatures this dangerous lurking in the wilds, it's no wonder the Umbarans are so technologically ahead of the rest of the galaxy: they had to develop faster.
    • The Reveal in "Carnage of Krell" that Rex and his men have been killing other clones because of Krell's manipulations.
    • General Krell's rampage in "Carnage of Krell" as well as his obvious sadistic glee in taunting and killing the clone troopers is very frightening. Not helping is how the Umbaran environment makes his Evil Laughter more unsettling.

Zygerrian Slavers arc

  • This story arc provides a surprisingly brutal depiction of slavery that is almost accurate with how it works in Real Life. Not only do the slaves live in terrible conditions, they are sometimes killed on a whim to make a point to others or emotionally broken to become more compliant. One early sign of how bad the system is shows a slave girl choosing to commit suicide after a failed assassination attempt on Queen Scintel rather than be reprocessed.

Deception arc

  • A more subtle one, but in "Deception", Obi-Wan fakes his own death to go undercover as Rako Hardeen and insists in "Crisis On Naboo" that keeping Anakin in the dark is vital because "everyone knows how close we are" and Anakin's reaction would sell it. So, Anakin's best friend and Heterosexual Life-Partner (who knows Anakin has major issues with rage, grief, and loss) purposefully manipulated his emotions to hurt him to further the mission. Ouch. No wonder Anakin has such major trust issues by the time Revenge of the Sith rolls around. In fairness, Obi-Wan's horror at seeing how much his "death" has unhinged Anakin in "Friends and Enemies" seems to caused him regret. Also, Obi-Wan's transformation into Rako Hardeen in "Deception" looks very agonizing.


  • Darth Maul. He's become a psychotic, deranged lunatic who skitters around on a spider-like contraption and rants dementedly. If possible, his single moment of sanity at the end of his first appearance is even worse; an unblinking, yellow-eyed Death Glare, showing that beneath his insanity, Maul is still a vicious predator, obsessed with revenge.
    Darth Maul: Revenge... I must have revenge...
    • He's laughing and crying at random intervals between broken ramblings interspersed with coherent phrases about revenge, and there's the implication that he is fully aware of his broken mental state.
      Darth Maul: The chains... The chains are the easy part. It's what goes on in here that's hard. [taps head, begins to sob]
    • Want to know what's worse? The above quote (about the chains) is a Call-Back specifically to the Mortis arc. The person who said it first? The Son. Think about that for a second... what sorts of horrors did Maul witness between the events that occurred back in The Phantom Menace and his arrival on Lotho Minor? And how powerful does he have to be to have survived such encounters, especially in his state?!
    • While he's in his state of insanity on Lotho Minor, it is said he's been feeding on vermin and other creatures to stay alive. Considering that Lotho Minor's an uninhabitable hellish junkyard world and that he's malnourished, what's not to say some of the creatures he's been eating were sapient if Morley's comments about feeding on the leftovers are anything to go by? Also, according to a documentary on the season four DVD set, his lower body would've been formed from the scraps of the creatures he has been feeding on before they settled on the scrap metal.


  • Maul becomes even more horrifying after being healed by Mother Talzin. Now, instead of being a crazy, ranting lunatic, he's a vicious, calculating psychopath who's willing to butcher dozens, maybe hundreds of innocent people just to get Obi-Wan's attention. Adding on his torture of Obi-Wan, the "beyond excruciating" vengeance he had planned, and his sheer implacability makes Maul into, perhaps, the most terrifying villain to appear in The Clone Wars to date.
    • The forging of Maul's new legs: the wires from destroyed super battle droids fuse themselves to his spine, then the metal is superheated, with the legs themselves being forged from the slag. And through it all, despite being in a magical sleep, Maul never stops screaming.
  • While it's not shown on screen, the episode implies that Maul and Savage killed a bunch of kids.
    • The Raydonian village after Darth Maul's rampage in the episode. Having Maul himself there, standing in front of a burning village, makes him look like something that crawled from the depths of hell and only makes the scene even more nightmarish.
    • Instead of having Savage Opress ambush Obi-Wan like in the final cut, a deleted scene shows that Maul and Savage spared one villager by the time Obi-Wan arrived. Savage has her head at lightsaber point as a hostage to force Obi-Wan to surrender. Obi-Wan concedes, only for Maul to order Savage to execute the villager anyway.

    Season Five 
"Bound for Rescue"
  • Though it's a quick scene, Grievous' treatment of one very unfortunate clone trooper in the episode. Grabbing him in one foot, before using him to bludgeon another clone trooper hard enough to kill that one instantly, pinning him down while he desperately struggles to get free, then casually crushing him to death as he desperately reaches a hand out to Obi-Wan. It’s even complete with Sickening "Crunch!".

"Point of No Return"

  • D-Squad being overrun by buzz droids.

Shadow Collective arc

  • The idea of someone like Darth Maul ruling an entire planet.
  • "The Lawless" features Darth Sidious in action. The way he moves and fights is both inhuman and demonic. His power is enough to make even someone like Maul beg at his feet in terror, which results in everything about Sidious being Satan is true... and he does it all with a smile of sadistic glee with a few Evil Laughs thrown in.
    • This cannot be said enough. He instantly slams Savage and Maul into windows way off the ground and pins them there. The only reason they got to fight at all instead of getting crushed to death/Force-choked is because he let them.
    • And worst of all: this man is the same "Good Chancellor Palpatine" we have seen for the pilot film and first five seasons. This man is the kindly and parental authority figure for Anakin and Padmé. This man rules the Republic and the Confederacy and the powerful warriors Dooku and Grievous are utterly subservient to him. The Jedi have no idea. That power you see him use? He's masking it as we literally see him in a significant amount of episodes.
    • It's frightening enough to see Maul kill Satine just to torment Obi-Wan, but when you find someone who can make Maul afraid, then you realize how terrifying Sidious is. Maul, at best, is a planetary threat. Sidious holds the entire galaxy in his pocket. The way Sidious effortlessly beats Maul and Savage, you start seeing how he's been compared to Satan and deemed more evil.
    • How casually he murders four Mandalorian guards before the fight with the two brothers. The first two try to stop him, he simply lifts his hand and they start choking. The other two are standing in the room with Maul and Savage when they suddenly start to choke, levitate into the air, and are still choking as Sidious enters. Their bodies then drop to the floor. All with Sidious barely even breaking stride. If Sidious hadn't wanted to fight Maul and Savage, he could have likely killed them all without even entering the room.
    • And that's just his fighting prowess. His political prowess is just as nightmarish. Having decided Maul's schemes have gone far enough, he waltzes in and co-opts them without breaking a sweat, using the Civil War to return Mandalore to its old martial ways and gaining control over the Independent systems just as he has over the Republic and Separatists.


  • The episode introduces exploding nanodroids that have been fed by Letta to her husband, turning him into a living bomb. She uses him to commit a sabotage against the Jedi Temple. All that is left of the poor guy is his hand. Doubles as Paranoia Fuel, as you could end up being made a host without even realizing it. And considering who Letta is willing to use.
    • Letta's claim that a Jedi has come up with the plan to bomb the Jedi Temple hangar. It's possibly untrue, but the implications are still bone-chilling. As it turns out, it's true, and it's someone one would've least expected: no less than Barriss Offee, who's grown disillusioned with the Jedi, and framed Ahsoka.
    • And look at the wording the Council uses: They say Anakin and Ahsoka are the only ones who can investigate because they're the only ones who weren't there. The Councilors consider each other to be potential suspects. And as Yoda points out, if this attacker was willing to bomb the hangar, then they will stop at nothing to escape capture.

"The Jedi Who Knew Too Much"

  • The final few minutes of the episode. Watching Anakin and Ahsoka confront each other is chilling. And it's only accented by Anakin desperately trying to pacify his understandably pissed off, hurt and confused Padawan, with Ahsoka growing near hysterical to the point that she's outright yelling at him. The episode then ends with Ahsoka jumping onto a freighter headed for Coruscant's Underworld.

"The Wrong Jedi"

  • Anakin and Barriss' duel in the episode once the former discovers that Barriss is the one responsible for the bombing of the Jedi Temple hangar. While seeing Barriss fighting with Ventress' red Sith lightsabers might be disturbing enough, what really makes this scene chilling is Anakin's expression during the latter stages of the battle: one of pure fury and hatred. It translates into his fighting style too as his attacks against Barriss become increasingly brutal and ferocious. Towards the end of the fight, Anakin picks up Barriss with the Force and viciously hurls against the tree, and her expression of fear and gasping for air heavily implies that he is Force-choking her. Who do we know uses Force-choking on a regular basis? The Sith. If there weren't Jedi trainees and guards around, and if Anakin didn't need Barriss to confess and exonerate Ahsoka, it's very possible that Anakin might have strangled Barriss to death right then and there. It's scenes like this that remind us that this man is very soon going to become Darth Vader.
  • The prosecutor at Ahsoka's trial reacting with horror when he realizes he almost had an innocent teenager sentenced to death shouldn't be this... Except the prosecutor is Tarkin. This man is all too eager to have her incriminated and executed in the face of circumstantial evidence, not out of a sense of justice, but to knock the Jedi down a peg (with Barriss being outed as the bomber also working in his favor). This man will eventually grow to become capable of ordering the destruction of an entire planet to make a point. If he once balked at far less than destroying a planet, that suggests he's very good at feigning empathy... Or, if he is genuine, that the Empire has corrupted him that much.

    Season Six 
Order 66 arc
  • Order 66 can be seen as such, as the story arc exploring the origins of the Order retroactively make it more disturbing both in this series and Revenge of the Sith. For starters, the clone troopers have chips planted in their brains before birth that take the form of tumors, and when the Order is finally given, it takes over their thought processes, although Dr. Nala Se claims that these inhibitor chips are designed to make them more compliant and repress any insanity inherited from Jango Fett (Jango was not insane). In other words, the Jedi have unknowingly been leading an army of Manchurian Agents throughout the entire war, and said agents are just as much of victims of Order 66 as the Jedi are. When Tup has a malfunction in his chip that causes the Order to trigger prematurely, he's shown to be a lot crazier than clone troopers that would eventually receive the Order from Palpatine.
    • Not only that, but when the bout subsides occasionally (read: any time he doesn't see a Jedi), Tup has amnesia. Imagine you suddenly have amnesia, and then learn you killed your general completely randomly. That's pretty likely the reaction of every single clone after Order 66.
    • To make things more disturbing, it's implied that — despite being in on the Sith conspiracy to an extent — the Kaminoans are unaware of the true purpose of the "inhibitor chips" and that Dooku is lying to them too (Count Dooku said they were inhibitor chips in his conversations with Lama Su and Nala Se; they may not be aware that Tyranus and Dooku are the same person or that Tyranus is a Sith Lord).
    • Getting a better look at the true nature of the Kaminoans, you get the feeling life for the clones would have been a lot worse without Jedi such as Shaak Ti around. If a clone is seen as defective, they will at best be resigned to maintenance duty like 99 (who was only born malformed), or at worst, be euthanized for having any mental defects. Barring the likes of Pong Krell, the Jedi at least have the decency to treat them like human beings, whereas the Kaminoans only see them as slaves and property.
  • You remember the buzz droids? Those tiny, big-eyed droids that are featured during the D-Squad arc and Revenge of the Sith? They make a comeback. We get more buzz droid-related horror in "The Unknown" during the attack on the medical shuttle. Let's just say you don't want to be meeting those little gremlin-bots out in space. If you're the pilot and they drill into the cockpit, you're already dead. Never mind them attacking the pilot; just the idea of buzz droids is disturbing. With their spider-like movement and high-pitched, insanity-inducing laughter, they're probably the most terrifying things you'll find in the Star Wars universe. Say what you will about the Sith, the droidekas, the Son, the Death Star, even the Dark Side — those things look like they crawled out of the depths of hell itself. They may be Awesome, but Impractical when it comes to flat-out destroying ships, but when they do what they're designed for, they are a non-Jedi pilot's worst nightmare.
    • The shuttle attack scene in general. In a blink-and-you'll-miss-it-moment, one of the rocket droids can be seen forcefully removing a clone trooper's helmet to have him asphyxiate. Anakin, Rex and Fives investigating the aftermath of the attack is a haunting sight as well, complemented by the eerie background music and the frozen-over corpses.

"The Rise of Clovis"

  • Let's talk about Anakin Skywalker. You know? The guy with a list of Berserk Buttons who eventually becomes Darth Vader? He's been shown to be pretty scary in the past if you've managed to push one of those buttons (being a slaver, endangering or killing those he cares about, etc), but his brutal beatdown of Rush Clovis for advancing on his wife in the episode is probably his darkest action in the series. If Padmé hadn't told him to stop and that he went too far, he probably would have turned to the Dark Side a lot sooner. What makes it somewhat more disturbing is that he is shown a lot more as a good person. The series basically shows how you can turn a hero into a villain without mind control, just a slow process that becomes slowly evident as the seasons go on. Many of Anakin's dark moments have some form of reasoning behind them (Force-choke Poggle the Lesser... to get the information to stop a zombie worm outbreak, his freakout over Rush Clovis being partially jealousy, partially the fact that the last time he was around his wife, she has been poisoned, etc.) If Sidious wanted to see someone else as his apprentice (Mace, Obi-Wan, etc), you'd probably see the same process be applied to them.
  • This arc also makes a point of emphasising just how terrifyingly good a Chessmaster Darth Sidious truly is, since he's the one behind everything that occurs:
    • He sends Padmé to Scipio in the first place to oversee the bank transfer.
    • He hires Embo to attack Clovis, convincing her he's onto something and to help with his plan to infiltrate the Banking Clan vault.
    • He orders Dooku to strike the crooked deal with Clovis, providing the account data needed to expose the Core Five.
    • He gives Clovis his full support as Supreme Chancellor of the Republic.
    • He then gets Dooku to force Clovis to show favouritism towards the Separatists and later launch an invasion of Scipio...
    • Which prompts the Senate to approve the Republic's invasion of the planet, thus turning control of the banks into his own hands.
    • Essentially, it's a grim reminder that every single victory won by the Jedi and Clones thus far has been totally meaningless; the events of this war have all transpired according to his design.

"The Disappeared"

"The Lost One"

  • Part Moment of Awesome as well, Darth Sidious Force-choking Count Dooku. To put it in perspective, he did this from nearly halfway across the galaxy... through a hologram transmission. When you consider that Coruscant in in the Core Worlds (where Sidious usually operates) and Serenno is in the Outer Rim, no place in the galaxy is safe if you're on Sidious' list of contacts.
  • What happened to Silman, an aide of Chancellor Valorum's who accompanied Sifo-Dyas in dealing with Pyke Syndicate before he died, in the episode. After shooting down Sifo-Dyas' shuttle over Oba Diah's moon and killing him, the Pykes took Silman — who survived the crash — hostage and held him as leverage. When Obi-Wan and Anakin find him, it's very clear the Pykes didn't take very good care of him for the last ten years. Silman is now insane and asking for food not because he's starving but because he's worried about the maggots in his cell getting angry (probably because he doesn't want them eating him due to his health, and they're already crawling around him). It also looks like he's developed Stockholm Syndrome, believing his cell to actually be his home.



  • Moraband is pretty scary, though that's to be expected, seeing as it's the Sith homeworld. We have talking Sith snakes forming a larger snake and some Sith ghosts spouting out their fatalistic philosophy of no life after death (whether it's The Nothing After Death or Cessation of Existence isn't entirely clear), including that of Darth Bane. Sure the Priestesses said they were a part of Yoda's trial, but whether they're fabrications by the Priestesses or a normal part of Moraband that they knew they could use as part of the trial (as is the case with old Expanded Universe interpretations of the planet) remains a mystery. It says something about Yoda when he isn't scared of this stuff and can talk down (or up, rather) to Darth Bane's ghost.
    • In general, visiting Moraband is this in hindsight for those who have played Star Wars: Knights of the Old Republic; four thousand years before, the planet was actually fairly normal save for the presence of the Sith. Now? It has been abandoned for who knows how long, and its original name of Korriban is no longer in use.

    Subsequent Stories 
Darth Maul: Son of Dathomir

"Crystal Crisis on Utapau"

  • At the end of this story arc, Yoda reveals that the ancient Sith used superweapons powered by giant kyber crystals like the one that the Separatists tried to buy from the Sugi. Couple that with the familiar sound effect given by the crystal's energy discharge and the utter destruction that just one can cause, it's an omen for things to come.
  • The incomplete animation may slightly put it into Nightmare Retardant territory, but that's just it; the animation is only incomplete and some of the grislier scenes would've been more detailed had it been finished. In the third reel, we are given a first demonstration of what a giant kyber crystal is capable of when it has absorbed enough laser energy and then intensifies and releases that energy on a Sugi warrior (to put in perspective, he's being shot with only a fraction of the Death Star's power). A kyber-powered shockwave disintegrates everything it touches, so had the animation been completed, the Sugi warrior would have been visibly disintegrated on-screen by the laser.

Dark Disciple

  • Asajj Ventress reveals to Quinlan Vos that the Nightsister Rite of Passage involves the Sisters going into an oily lake deep in the Nightsister Fortress first seen in "Massacre". What Asajj is lucky to not have done because she joined late is going in deeper to claim a piece of an ancient creature known as the Sleeper. Before Asajj and Quinlan see the whole creature, other Nightsisters only got vague but conflicting descriptions of it; the only thing they could agree on was that it was terrifying. Talia's biological sister got too paralyzed with fear and was eaten by the Sleeper.

    Season Seven 
Bad Batch arc
  • Even without the foresight of the original reels, the reveal of Echo's survival in "The Bad Batch" is rather chilling. Rex has a hunch beforehand that Echo might be alive, but in the original reel, it is presumed that the Separatists simply salvaged his corpse, extracted the strategy algorithm from his brain and made it into a program. As Tech tries to hack the cyber center's mainframe, he realizes that the algorithm isn't being run as a scripted program, it's being transmitted live by Echo himself from Skako Minor. To make it even more chilling, Echo seems to be in a trance that makes him very computer-like based on the sounds he's making when sending the algorithm (which Tech describes as "almost human" despite being an audible computer language), Tech communicating with him through scripts, and how he's repeating his CT number like a script when asked for his identity, which has very horrific implications about what's happened to him.
  • The Bad Batch arc goes out of its way to establish that, out of all the corrupt Mega-Corps allied with the Separatists, the Techno Union is probably the most horrific of them all, as they're willing to experiment on living beings among other forms of oppression.
  • They used the previously-believed-to-be-dead clone trooper Echo as a living computer to predict the Republic's military strategies against his will, attaching him to a messy life-support system in a stasis pod and having him relive the last moments until his "death" at the Citadel. They also have no problem claiming him as merchandise bought from the Separatists.
  • Just the way Echo looks. He's terribly malnourished; has lost one arm, both legs, and possibly an ear, all of which were replaced by cybernetics; and he has cybernetic implants embedded into his chest, shoulders, all the way along his spine, and of course in his head. It is already unsettling in the unfinished reels, but the finished version makes it clear that the erratic eye movement while he's being forced to transmit his algorithm is not just a result of the limited animation, and the added mood lighting to the scene makes it even more chilling.
  • The Organic Decimator, some type of probe droid that functions as a smaller-scale version of the Defoliator. While the Defoliator just incinerates all organic matter quickly, the Decimator fires off multiple long-reaching energy tentacles to seek out organic matter. While this isn't shown in the finished version of the episode, the original story reel shows that once it identifies a target, all tentacles home in on the target and vaporize it, leaving behind what is either a pile of ash or organic goo, as Wat Tambor demonstrated on a Poletec test subject. It also has a laser for cutting through doors in case someone tries to obstruct its path. The clone army would have been lucky if this particular unit is the prototype, as this weapon would have proven really nasty in close-quartered areas such as the insides of bases, and it came dangerously close to killing Wrecker.
  • Although Anakin's encounter with Trench in "Unfinished Business" is a case of Pay Evil unto Evil, his claim that he no longer has the "weakness" of being noble is a chilling reminder of the Sith Lord he's going to be in only a few months. Just to drive it home, the background score during this scene? The Emperor's Theme.
  • Trench's planet-buster bomb. Not only is the idea bad enough, but the fact that Rebels confirmed that Anaxes was reduced to an Asteroid Thicket sometime during the 15 years that pass between the series adds that extra dash of nightmarish implications regarding what may or may not have been done with that bomb... It also goes to show that planet-killers were around long before the Death Star.

"Old Friends Not Forgotten"

  • First off, the very fact that this episode kicks off the events of Revenge of the Sith, and makes absolutely no attempt at hiding it.
  • Bo-Katan Kryze spends the entire episode in a state of Tranquil Fury, alternating between griping about political red tape hampering her attempts to take down Maul and outright calling for his head on a silver plate. She wants Maul dead, and she wants Maul dead now.
  • In a scene worthy of Alien: Isolation, Ahsoka and her men venture into abandoned tunnels in search of Maul, only to be ambushed by the forces loyal to him. In short order, Captain Vaughn and his entire squad are wiped out, with Ahsoka only getting glimpses of their killers. Eventually, she comes out into the open...and is surrounded by them. And then Maul appears, demanding to know why Ahsoka is there...and that's how the episode ends. A single, lone Jedi Padawan, her allies dead, cut off from escape or reinforcements...and no one knows she's there.

"The Phantom Apprentice"

  • Jesse being tortured for information by Maul. Sure, it's hidden by a Gory Discretion Shot, but you know he's suffering.
  • The fact that when Ahsoka mentions Darth Sidious, Maul becomes twitchy and clearly fearful in his body language. Even separated by thousands of light years, the mere mention of his former master's name is still sufficient to terrify Maul.
    Ahsoka: Darth Sidious is behind all this?
    Maul: [in a fearful whisper] He is behind everything, in the shadows, always, but soon, very soon...he will reveal himself.
  • Maul's entire speech is honestly terrifying. He claims that justice is pointless, and that it is defined by the system that is in power, a system that he knows will very soon be corrupted and transformed by Sidious. He bitterly and despairingly warns Ahsoka that the Republic has already fallen, the Jedi have already lost to Sidious, and they can't do anything to stop Sidious' victory. It's not just the speech itself, but the way he presents it. Maul, a savage and powerful warrior and cunning tactician who showed almost no fear throughout most of the series, is utterly terrified of the horrors that Sidious will soon unleash on the galaxy. Even his offer to Ahsoka to join him is portrayed as much more genuine, in stark contrast to his offer to Ezra where he's clearly trying to manipulate and corrupt Ezra, because he is just that desperate. And the worst thing about Maul's speech? Everything that he is claiming about the imminent and absolute triumph of evil is absolutely correct.
  • Maul's Villainous Breakdown as he's being caught, screaming for Ahsoka to just let him fall to his death because what's coming for all of them is much, much, worse. And they have no idea.
    • What might be even more haunting is that if synced with the confrontation in Palpatine's office, Maul starts raving just as Anakin pleads to Sidious, "Please... help me save Padmé. I can't live without her.". A man's simple wish to save his wife ended the Republic.


  • Most of the earlier parts of the episode have an extreme sense of dread hanging over them, which is fitting for what happens later. This is especially true for the scene where the imprisoned Maul is escorted onto the Tribunal and Ahsoka stands wistfully at the bridge of the ship, which are completely silent (save for the quietly tense BGM). The frequent cuts to Maul closing his eyes and concentrating on something do not help one bit. The silence is broken by a brief chat between Ahsoka and Rex; and then another trooper comes in and tells Rex to go back and listen to the new orders... And then things go south very quick.
    • First, the scene once again cuts back to Maul closing his eyes and concentrating, but then his eyes snap wide open and we hear exactly what he's listening to: the events of Revenge of the Sith. Specifically, the duel in Palpatine's office. Ahsoka starts to hear it too, and she finally realizes that something is wrong with Anakin...
    • Rex is contacted by Palpatine himself, and he finally receives the infamous order, this time, in Ian McDiarmid's original voice via an archival recording from Revenge of the Sith. However, most previous sources such as Star Wars: Rebels and Star Wars: Ahsoka built up the idea that Rex had already removed his chip and disobeyed the order. But as it turns out, that was very much not the case.
    Palpatine: Execute Order 66.
    • Ahsoka runs in to tell him that something's going on with Anakin. And as if to put an end to any hope that Rex might be pulling a ruse, he drops his helmet. And all the clones around her cock their blasters. All Rex can do is briefly tell the other clones not to shoot her and drop a cryptic reference to what he learned about Fives before he opens fire on her. A shootout ensues, and Ahsoka Force-pushes Rex, causing him to hit his head on the holoprojector. She tries to get his attention, and given his head injury, it serves as a brief Hope Spot that his chip might have been deactivated... until Rex still shoots at her. More clones rush in, and all Ahsoka can do is escape in the ensuing chaos.
    • Rex is one of the few clones we see executing Order 66 without his helmet on. While he fires his blasters at Ahsoka, there's no emotion on his face whatsoever. No anger, no sadness, no confusion once the programming kicks in, just determination to kill his target no matter what.
  • While not surprising considering how the Prequel Trilogy plays out, the fact the cruiser and non clones begin to look like how they are when the Republic turns into The Empire.
  • The scene where the clones come to execute Maul is absolutely terrifying from his perspective; these clone troopers are Sidious' special guard, and he knows he's about to be either gunned down while completely unable to defend himself or taken to his former master, which ended very painfully for him last time. It doesn't help that you can hear him breathing faster and see him start to shake with panic. Had Ahsoka showed up even a couple seconds later, the clones would have shot Maul dead while he was still strapped into his coffin-like cell, unable to move, use the force, or even speak. As powerful as he is, he's completely helpless in this situation.
  • During Maul's rampage through the Tribunal, he begins to rip pieces of metal off the walls to use as shields and weapons. We also get to see Maul straight-up decapitate two clone troopers with them (which, while offscreen, would likely be a far more painful and bloody death than Maul's usual lightsaber decapitations), and a third has his arm sliced off after the blast doors begin sealing up and he uses the Force to pull the unfortunate clone towards him. It's a terrifying Call-Forward to Vader's rampage in Rogue One and Luke's in The Mandalorian, but with Maul's brutality exceeding even Vader's. And he did all this without a lightsaber.

"Victory and Death"

  • Maul's rampage takes him to the engine room, and in a terrifying display of power, he rips the building-sized engines off of their mountings and drops them on top of the clones pursuing him.
  • A good chunk of the action earlier on the episode is engineered by the goofy but effective antics of Ahsoka's droids, most of which aren't too different from Chopper's antics in Rebels (heck, one of the droids, CH-33P, is a Chopper Expy itself) or any of the stuff that the D-Squad does within The Clone Wars. Even despite R7's Heroic Sacrifice, the antics of G-G and CH-33P continue for a while. But unlike the D-squad or Chopper, G-G and CH-33P do not have Plot Armor on their side, and they are soon found by the clones and executed on the spot.
  • The final scene of the final episode, and the entire series, is a chilling, atmospheric, dialogue-free sequence showing Darth Vader and his Stormtroopers touring the Tribunal's crash site, now mostly buried in snow. That Scare Chord when Vader ignites Ahsoka's original lightsaber is very unsettling, as is the final shot of his silhouette reflected against a clone trooper helmet. Really, the symbolism of it all is equal parts nightmarish and sad.