Trapped on Atollon with the rebel base under siege, Hera and Kanan fight to keep the squadron alive, as Ezra attempts to rally help from an unexpected source.
Tropes in this episode:
- Awakening the Sleeping Giant: Kanan angering the Bendu does manage to save the day from the Rebel perspective, though the Bendu's position is more that he wants everyone off his planet.
- Back for the Finale: Sabine and the other Mandalorians join forces with Phoenix Squadron in their time of need.
- Badass Boast:
- When a giant thunderstorm starts destroying the Imperials, and then it starts talking.
- After Thrawn shoots down the Bendu and finds him in the impact crater. Neither is impressed by the other the difference is, the Bendu is right.Thrawn: What manner of creature are you?
Bendu: One beyond your power to destroy.
Thrawn: It would not seem so.
- Badass in Distress: Carried over from the previous episode, Kallus. He gets himself out by tricking Pryce.
- The Bad Guy Wins: Sure, the battle ended as a decisive victory for the Empire Thrawn dealt a serious blow by having annihilated a huge portion of Phoenix Squadron, demoralized the remaining rebels, and destroyed any hopes of liberating Lothal in the near future. While Thrawn managed to send them packing, he failed to destroy the entire rebellion, not knowing how big they really are, and failed to bring Tarkin their leaders. In the grand scheme of things, though, nobody really won, let alone gained anything beneficial.
- Batman Gambit: Kallus goads Pryce when she starts losing, causing her to order him thrown out the airlock. Two troopers escort Kallus to a lift... which his smirk shows is exactly what he wanted. By the time the lift reaches its destination, he's beaten both troopers up, fighting more on his way to an escape pod.
- Be Careful What You Wish For: Kanan wants the Bendu to get involved in the conflict even though the Bendu does not take sides. When he arrives, he provides a distraction at a crucial moment, but true to his word he attacks everyone regardless of their alignment, and they're only given one warning.
- Berserk Button: Thrawn does not take kindly to the Bendu's prediction that he'll be defeated one day.
- Bittersweet Ending: Atollon is compromised and the rebels have taken heavy losses (including the death of Commander Sato), but they're still alive and Kallus has formally joined the Rebellion. Additionally, Lothal is very much a lost cause and Thrawn is still around to chase the Rebels.
- Bond Villain Stupidity:
- Instead of killing Kallus outright, Thrawn lets Kallus live to see the Rebels fall. Then Thrawn leaves him in the hands of the arrogant Pryce and regular mooks while he takes his Elite Mooks for the ground assault. By keeping him alive and taking his eyes off of him, Kallus had all the time to plan his escape.
- Same goes for Governor Pryce had she just ordered the stormtroopers to execute Kallus on the spot as opposed to ordering him thrown out the airlock, Kallus wouldn't have had the time to beat them up (with his hands cuffed behind his back, no less) and escape.
- In "An Inside Man", after making up an excuse to talk to them by telling them to help keep guard, Kallus revealed to two rebels disguised as Stormtroopers inside an elevator that he is now a rebel. He beats up his two Stormtrooper guards so that he can join up with the rebels.
- In "The Honorable Ones", Kallus was introduced to the idea of becoming a rebel by an incident with an escape pod. Kallus leaves the Empire in an escape pod to join the rebels.
- At the beginning of the episode, Ezra and Kanan reflect on their growth. At the end of the episode, Kanan says to him that in spite of their losses, they will still move forward and make progress.
- In the season premiere, "Steps Into Shadow", the Bendu told Kanan he had to learn to see things differently. At the end, Kanan tells Ezra he's learned to see things differently now.
- At the beginning of Season 3, when he starts to show signs that he is Fulcrum unbeknownst to the rebels, Sabine snarks when Pryce tells Kallus to get out so she can interrogate Sabine properly that it "looks like they found someone who can do your job", which Kallus looks like he took a little harder than expected, because he was having doubts in his job and efforts at the time. At the end of the season, after the rebels retrieve him from the Empire, he thanks Kanan for letting them take him in, to which Kanan tells him "Thank you for risking everything", a show of gratitude that means a lot to Kallus after his season-long struggle of staying undercover.
- Boom, Headshot!: Thrawn tries this on the Bendu, but the Bendu just vanishes and he hits nothing.
- The Bus Came Back: Ezra returns to Krownest to find help from Sabine, Ursa, Tristan, Rau and the rest of Clan Wren. As Kanan puts it, the family's back together. However, Sabine still has to return to Krownest after the battle ends.
- Ursa had affirmed in "Legacy of Mandalore" that the Mandalorian Resistance will rise on its own first before any help can be given to the main Rebellion, with Sabine choosing to stay behind to help develop it. Sabine persuades them to do this one thing for them.
- The Jump Troopers return from "Ghosts of Geonosis" to face off not only against the Jet Pack-bearing Sabine, but her Mandalorian family as well.
- The shield generator from "Ghosts of Geonosis" also makes a return, protecting Chopper Base from bombardment. Sadly, it's not designed to stop people and walkers from going through it.
- Yet again, Kanan takes down an AT-AT by jumping and cutting through two of its legs.
- Call-Forward: Looking at how many ships were in the Phoenix Squadron fleet and Massassi fleet combined at the beginning of the episode, then comparing it with the handful of ships left at the end, seems to point at why the Rebel Alliance fleet in Rogue One and A New Hope is still rather small and is said to have been just gathered together recently hours before the Battle of Scarif. Word of God also states that this result from the Battle of Atollon is why the Alliance Council was reluctant to retrieve the Death Star plans, as they don't want to destroy what is left of their fleet they just gathered together again. This reluctance was also relayed by Mon Mothma to Ezra in coming to their aid on Atollon.
- The Cavalry:
- Ezra manages to get help from Sabine and the Mandalorians, allowing the rebels still on Atollon a fighting chance.
- Kanan gets help from the Bendu, who ends up turning into a thunderstorm and attacking any foreign agents, Imperial and Rebel alike.
- Chekhov's Gunman: Sabine gaining the favor of her clan earlier in the season allows the rebels a chance for survival.
- Cuffs Off, Rub Wrists: Kallus does this when he finishes taking his handcuffs off while exiting the elevator.
- Defiant Captive: Kallus makes witty comments to Thrawn and Pryce while under Imperial custody.
- Defiant to the End: Held at blaster-point by Thrawn and his Death Troopers, Hera still refuses to surrender.
- Deus ex Machina: From the Rebel point of view, the Bendu's arrival is this. If not for the Bendu's interference, Thrawn's forces would've overwhelmed and destroyed them. And then he starts striking down rebels and Imperials alike.
- Didn't See That Coming: Thrawn, for all his planning and research, has nothing in place for dealing with a Force Wielder more powerful than any Jedi. The Bendu proceeds to command a Force-enhanced tempest to obliterate anything in his sight with Force lightning. Bendu then doesn't see Thrawn's brass ones as he orders all his remaining troops to focus fire on the eyes of the storm, seemingly downing the Bendu. But as the Bendu later taunts, he is something more than mortal. Thrawn lives through it anyways.
- Did You Just Punch Out Cthulhu?: Thrawn's forces manage to shoot down the Bendu when he's controlling the thunderstorm. It's then subverted when the Bendu claims he's beyond their power to kill, and proves it by vanishing into thin air when Thrawn tries to finish him off.
- Earn Your Happy Ending: At the end of Season 3, despite indirectly leading Thrawn into discovering the location of Chopper Base and a deadly campaign ensuing, as well as being subject to loads of stress, paranoia, betrayal, and mistrust, Kallus manages to escape Imperial custody as the rebels prepare to jump to hyperspace. The crew immediately stops to grab him before leaving, and Kanan thanks him for everything he's risked to become a better man, showing that the rebels finally accept him as one of their own.
- Elevator Action Sequence: Off-screen, Kallus beating up the stormtroopers escorting him to an airlock.
- Forced to Watch: Thrawn makes Kallus watch as he demolishes Chopper Base.
- Foregone Conclusion:
- As much as Thrawn declares this to be the end of the Rebellion, he will not succeed here. He did deal a serious blow, but they're sure to make a good comeback from it.
- General Dodonna has to remain part of the Rebellion until A New Hope, so Thrawn can't kill him.
- Foreshadowing: The Bendu's prophecy of Thrawn's ultimate defeat, "like many arms surrounding [him] in a cold embrace".
- Get Out!: The Bendu's ultimatum calls for everyone to leave the planet or perish, backing it up by raining lightning onto the remaining forces, Rebel and Imperial. Thrawn, however, can't take a hint.
- Gondor Calls for Aid: Ezra cannot get help from the Rebel Alliance, because Thrawn's whole plan was to attack Chopper Base and draw out the entire Rebel fleet to him. His only other alternative is Clan Wren, but they're in the middle of a civil war with Gar Saxon's loyalists backed by the Empire.
- Guile Hero: Kallus tricks Pryce into leaving him in the care of two guards he can defeat easily.
- Hero of Another Story: Due to Gar Saxon's death, Mandalore has been embroiled in another civil war again as predicted in the ending of "Legacy of Mandalore". Clan Wren is struggling to maintain their own territory from the other clans. Also, Clan Saxon has strongly aligned with the Empire in response to one of their own's death.
- Hold the Line: Everyone at Chopper Base has to hold out until reinforcements arrive.
- I Have Your Wife: It's subtle, but Thrawn specifically mentions he'll have Kanan executed first before Hera. Naturally, it would be pragmatic to prioritize executing a Force-wielder, but it's also just as likely that Thrawn deduced how close Kanan is to Hera and wanted to make it sting.
- Implied Death Threat: While the Bendu doesn't say he's the one who will kill Thrawn, he sees into the future and sees his defeat, "like many arms surrounding you in a cold embrace." If anything, he's gonna let fate do it's work.
- Internal Homage: Thrawn's "defeat" of the Bendu is quite similar to the way Darth Vader killed Obi-Wan in A New Hope the bad guy kills his opponent's physical body, but the latter's spirit lives on, arguably more powerful than before. The Bendu's body even vanishes, although before Thrawn fires the final shot.
- I Shall Taunt You: Kallus taunts Pryce as her losses to the Mandalorians mount, causing her to order his death via airlock. With only two Stormtroopers guarding him, he is able to overpower them and flee in an escape pod, getting picked up by the Ghost during their escape run.
- I Want Them Alive: Thrawn orders his men to take the rebel leaders prisoners as per Tarkin's orders, but only if doing so is practical under the circumstances. He's more than willing to kill all of them if they won't surrender. It's very similar to his Legends counterpart ordering captives be taken alive "if possible. If not I will understand."
- Kill 'Em All: Not the main characters, but the trope still applies. By the end only eight ships remain out of the combined forces of the Atollon and Yavin cells, two of the largest cells in the Rebellion. Of those ships, three are A-wings and one (the Gauntlet) only has a single person who was on the base when the attack happened. It's not the end of the Rebellion, but it's a very high body count nonetheless.
- Men of Sherwood: Fenn Rau and his squadron of Fang Fighters do a much better job of holding off the TIE fighters than the Rebel Alliance's fighters, and do so without suffering any casualties.
- Near-Villain Victory: At the climax, Thrawn and his Death Troopers manage to corner the Ghost crew and General Dodonna as they try to flee the base, and Ezra's attack on the Interdictor has stalled. Then the Bendu makes an appearance.
- Nice Job Fixing It, Villain!: If Thrawn had been left to his own devices, he would have just bombarded Chopper Base from orbit until the shield failed and the rebels all died. However, Tarkin orders him to capture the rebel leaders which leads to our heroes getting the chance to escape with their lives.
- Not So Stoic: Thrawn spends most of the episode confident and fully in control of himself as he directs the battle, but that control is shaken twice, first when the Bendu (in the form of a giant talking thunderstorm) shows up and starts taking out his ground forces with lightning. Then, when he confronts the fallen Force-wielder with a blaster, only for him to disappear into thin air, leaving only mocking laughter behind.
- Nothing Is the Same Anymore: At the end of it, two major characters, Sato and Konstantine, are dead; Kallus' cover as Fulcrum is dropped but he joins the Rebellion (also worth noting that he doesn't have his bo-rifle anymore due to the circumstances of the episode); Atollon is unusable as a safe haven; the Bendu unleashes his wrath on the Empire and the Rebellion, and wants neither of them to return to Atollon; the surviving Atollon rebels join up with the main Rebellion. As for the Ghost crew, Sabine still cannot return to them due to the circumstances on Mandalore.
- Orbital Bombardment: Thrawn has the Star Destroyers fire on Chopper Base from orbit. He cuts off the bombardment just before the shield fails, as he intends to at least try to take prisoners in a ground assault and the bombardment was only meant to soften them up.
- Orchestral Bombing: As the bombardment continues there's no sounds but the explosions and Thrawn's theme.
- Outrun the Fireball: Once Ezra and the Mandalorians manages to destroy one of the gravity well generators on the Interdictor, Ezra has to outrun the blast because he doesn't have a jetpack, just a limited thruster, and the explosion gave him a bit of a boost. He makes it in time.
- Outside-Context Problem:
- Thrawn had no idea of the existence of the Bendu, and so is completely taken by surprise. Thrawn can handle Jedi, but the Bendu is another level. Furthermore, the fact that the Bendu is extremely powerful in the Force means that Thrawn has no cards to play against him. It doesn't stop him from trying, though.
- To a lesser extent, the Imperials probably didn't expect a force of Mandalorian warriors to show up and take out their last Interdictor cruiser either.
- Persona Non Grata: The Bendu bluntly tells everyone including the Empire, the Rebel Alliance, and especially Kanan to leave Atollon, and they do so. Thrawn, however, doesn't give a shit.
- Person of Mass Destruction: The Bendu is powerful enough to strike down AT-ATs with bolts of lightning.
- Properly Paranoid: Rex recommends the Rebels stagger their journey to Yavin over at least three jumps to prevent Thrawn from calculating their destination, because going in a direct path was how Thrawn found them the first time.
- Pyrrhic Victory:
- From Thrawn's point of view. While he inflicted massive losses on Phoenix Squadron (effectively ensuring Lothal will remain under Imperial rule for the foreseeable future), he failed in his ultimate goal of wiping them out completely, and wasn't even able to decapitate the rebels by capturing or killing their leadership (Commander Sato's Heroic Sacrifice notwithstanding). The rebels are on the run, but it just means he will hunt them down all over again.
- Ezra feels the same, given the Rebels lost so much before managing to escape. Kanan talks him into using that as a reason to keep fighting for things to be better.
- Ray of Hope Ending: The Rebellion is dealt a crippling blow with their two biggest cells being almost entirely annihilated, the Atollon base is lost, and Lothal's liberation is cut off before it can even start. But a few do survive including the main cast, the Empire does not find out about the other cells, and the Bendu prophesies Thrawn's defeat.
- Sequel Hook: Sabine has to continue helping her clan in the Second Mandalorian Civil War, Kallus has joined the Rebellion, Thrawn and Pryce are still alive and will continue to fight the rebels, and the surviving rebels are bound for Yavin 4, and at least we know they'll be safe there for the rest of the series.
- Shock and Awe: The Bendu's supernatural nature becomes more apparent as he transforms himself into a thunderstorm to take out the Imperial ground forces and whatever else gets in the way.
- Smug Smiler: One from the good guys. The first hint that Pryce ordering him thrown out the airlock is what Kallus wanted is the shot of him after two guards take him to an elevator and he smirks.
- Sole Survivor: As of this episode, Pryce is the only one left from Thrawn's inner circle alive for the time being.
- Thousand-Yard Stare: All of the surviving rebels seen onboard the Ghost at the end are sporting this.
- Thrown Out the Airlock: Pryce orders Kallus tossed out an airlock after he taunts her about the losses she's taking which Thrawn will blame her for. It never comes to pass because Kallus overpowers the stormtroopers escorting him.
- Understatement: When the Bendu starts attacking the Ghost, Kanan admits that he might've made him angry.
- Up to Eleven: Dark Side users can make lightning appear out of their hands? Well, the Bendu can freaking teleport into the sky and become a lightning storm.
- Villainous Breakdown: Pryce towards the end. Kallus takes advantage of it to make his escape.
- We Do the Impossible: Sabine says this to persuade some Mandalorians to join in the rebels' seemingly low odds of victory against the Empire.
- Wham Episode: The rebels live to fight another day, but with significantly less assets (including the loss of Kallus' cover as a Fulcrum, but he gets to take any Imperial knowledge with him) and losing Atollon as a safe haven because of the Bendu.
- What the Hell Are You?: When Thrawn and his Death Troopers approach the wounded Bendu.Thrawn: What manner of creature are you?
Bendu: One beyond your power to destroy.
Thrawn: It would not seem so.
Bendu: You cannot see... but I can.
Thrawn: What? What do you see?
Bendu: I see your defeat... like many arms surrounding you in a cold embrace.
[Thrawn, visibly unnerved, shoots him, only for Bendu to disappear, laughing]
- What Happened to the Mouse?: Many viewers wondered what happened to poor Lieutenant Lyste after Kallus set him up to take the fall in "Through Imperial Eyes". His fate isn't touched on, despite Kallus's unmasking meaning he is clearly not guilty.
- With My Hands Tied: It's implied that Kallus beat up the stormtroopers in the elevator with his hands cuffed behind his back.