This episode aired March 10, 2019.
Over the Colossus' PA system, Commander Pyre informs residents that the First Order is working to fix the damage done by Resistance saboteurs, and that venturing outside of their homes is in violation of First Order law. As he finishes, Captain Doza bursts into the office, angry about the arrest of Jarek Yeager. Doza points out that the First Order forced its way onto the platform through fear and intimidation tactics, to which Pyre responds by noting that Doza invited them on board. When Doza counters that he doubts the New Republic Senate will see it that way, Pyre says that they're out of the New Republic's reach, but that the New Republic won't be out of theirs for long. Pyre orders Doza arrested, and after Doza and 4D-M1N take out the other stormtroopers in the room, Pyre destroys 4D, smugly referring to the attempt as "pathetic". As Doza is taken into custody, he yells at Pyre that the First Order won't get away with what they're doing, but the commander is confident that they will. Unbeknownst to the others in the office, Torra, hiding above, has seen everything.
In engineering, Kaz lays out a plan to rescue Tam and Yeager from the tower, steal a shuttle, and go to Hosnian Prime. Neeku is skeptical, particularly because, as Kel and Eila point out, there are all the other residents of the platform to worry about. Kaz has a solution for that, too, revealing that as his father is a senator with connections to the military, they'll be able to return to Castilon with reinforcements. Neeku thinks that claim is a joke, too, and, laughing, suggests that the next thing Kaz was about to say is that he grew up extremely wealthy. It was. In the Aces Lounge, Tam is impressed by the delicious meal Agent Tierny's had served to her, noting that she can't remember the last time she ate this well. When the agent asks about Kaz, Tam reiterates that she didn't know anything about him being a spy. Tierny then turns the conversation to Yeager, and the mechanic says that there's no way her boss is part of this, since he moved to the Outer Rim to get away from the military. In response, Tierny plays a recording of Yeager "confessing" that he was a Resistance spy all along, who recruited Kaz, and that he was the one who flew the Fireball into restricted territory. Tam, shocked, says that Yeager must be lying to take the blame off Kaz. Tierny says otherwise, though, insisting that both of them are spies and always have been, and that they didn't tell her this because they knew they couldn't trust her. Meanwhile, Torra enters her bedroom and sends Buggles in search of Kaz.
In the Colossus' central control room, several stormtroopers confirm that the turbines definitely aren't responding, and the platform can't be raised until some of the water it's taken on is drained. Just then, the door opens to reveal a Chelidae standing outside, who waves. One of the troopers, CS-227, heads out to deal with the creature, but after the door closes, the other two hear a scream and thumping sounds. When the door opens again, the Chelidae is still there, alone. The other two troopers exit, only for the body of their unconscious comrade to be thrown at them as the door closes. It opens again to admit Kaz, Neeku, Kel, Eila and CB-23 as the Chelidae begin to remove the unconscious stormtroopers. The kids confirm that all hatches can be controlled from here, as the shellfolk showed them. With this in mind, Kaz and CB head outside to swim up to the tower as part one of their plan. However, they run into two scuba troopers, who chase them into a hallway. Eventually, after some trouble with the buttons, Neeku manages to purge the hallway to suck the troopers back outside, before closing the hatches so the water drains out. Kaz is appreciative, and heads out for the tower. In the control room, Neeku, excited, wonders what else they could control there, and Eila wordlessly points up. When Neeku and Kel look, they're surprised to see a hyperdrive.
Passing by the Office of Acquisitions, Kaz hears something, so he and CB go look. They find Flix, Orka, GL-N and Bitey hiding in a crate with food. Kaz asks them if they have any weapons, and Flix points out that if they did, they wouldn't be in here. They explain that this is their escape plan: they're going to have the First Order ship the crate to Flix's mother on Talivar, and they've been inside for a few days. Kaz tells them that, since the Colossus is mostly underwater, nothing is getting shipped anywhere. They still refuse to help, seeing fighting the First Order as a bad decision, and retreat to the crate. Leaving, Kaz and CB are discovered by Buggles, and Kaz quickly realizes that the Voorpak wants them to follow him. On the way, Kaz gets contacted by Neeku, who tells him about the hyperdrive and thrusters they discovered, meaning they could launch the Colossus into space. Kaz tells Neeku to get started on that, and Neeku responds that getting ships launched is his job. After signing off, he notes to himself that some of those ships didn't stay launched. Buggles leads Kaz and CB to where Torra is hiding inside a maintenance tunnel. She tells Kaz that her father's been arrested. During the conversation, they are discovered by a First Order ball droid, and Kaz orders CB to take it out. She does so by damaging its vision sensor before tricking it into falling into an elevator shaft. CB returns to the maintenance shaft just before a squad of stormtroopers, summoned by the droid, runs by. Torra tells Kaz that they can get into the tower via the incinerator shafts, and unlike last time, she's confirmed that the incinerator is definitely off.
In the holding cells, Yeager is escorted off a turbolift by a pair of stormtroopers, one of whom calls him "Resistance scum". He sees Tam and Tierny come down the hall, and tries to warn her that the First Order is manipulating her. Tam doesn't listen, accusing him of lying to her the whole time and putting her in danger, before she and Tierny leave. Yeager is thrown into a cell, where he finds that his new cellmate is Captain Doza. Tierny leads Tam through the hallways, where they pass Jace Rucklin and Lin Gaava, who are being escorted somewhere by stormtroopers. Noting that Tam had dreams of becoming a great pilot, Tierny offers her a chance to be a pilot with the First Order if she comes with her. Tam considers the option.
When Kaz, Torra, CB-23 and Buggles get into the tower, they run into a stormtrooper, who gets stunned by Kaz after a scuffle that Torra calls "almost impressive". Torra sends a reluctant Buggles back to her room before she, Kaz and CB-23 set off. Kaz and Torra note that the hallways are suspiciously quiet and deserted, but Kaz thinks that quiet is good because it makes things easier. They hide behind crates as two stormtroopers pass, discussing a transmission they have to watch, and that something called Starkiller Base has just been completed. Unnerved, Kaz and Torra agree that whatever that is, it sounds like the worst thing ever. They follow the troopers into a darkened room, where they aren't noticed as they sneak from crate to crate, because the troopers are watching a transmission. A red-haired man in a First Order uniform begins to give a speech, declaring the New Republic will end that day. Torra has to get Kaz to keep coming as he's distracted by the transmission. As they're nearly out of the room, the man in the transmission gives the order to "FIRE!" Kaz, Torra and CB go back to watch as the superweapon, revealed, fires a beam that annihilates several planets, ending with a planet with the distinctive appearance of one of the city worlds, as the stormtroopers cheer. Kaz quietly asks CB-23 what system that was. She tells him it was the Hosnian system.
- Black Comedy Cannibalism: Orka, who resembles a pig (although for the record, he's a Chadra-Fan, which are based off of bats), likes bacon.
- Call-Back: Kaz, Torra, CB-23 and Buggles re-enter Doza Tower through the trash incinerator. And this time, Torra has made sure that it's turned off.
- The Cameo:
- Major Vonreg's TIE fighter is seen on patrol at the beginning.
- When Agent Tierny is escorting Tam through the hallways of Doza Tower, they pass Jace Rucklin and Lin Gaava being escorted by stormtroopers, hinting that the two may have also sided with the First Order.
- Cassandra Truth: Yeager tries to convince Tam that the First Order is manipulating her. Tam, having been swayed by Tierny, is having none of it.
- Ceiling Cling: Kaz and CB-23 briefly do this while hiding from the scuba troopers.
- Chekhov's Gun: The Colossus can be sunken due to a "downward thrust", as mentioned by Neeku in the previous episode when they sunk the Colossus, so it's reasonable to believe that there's an "upward thrust" that is, the Colossus can be launched into space due to having a hyperdrive and thrusters.
- Continuity Nod:
- When Kaz reveals that his father is a senator, a disbelieving Neeku laughingly accuses him of having "delusions of grandeur".
- Just like in her first episode, CB-23 alerts Kaz to the presence of someone hiding in a crate.
- Flix and Orka were planning on escaping the Colossus by having themselves mailed to Flix's mother.
- Crying Wolf: Tam believes that Yeager has nothing to do with the Resistance since he chose to leave his life as a racer and military pilot to live in the Outer Rim, but Agent Tierny convinces her that he's a Resistance spy with Kaz, having quit his job and chosen to live in the Outer Rim as a cover for his spy mission like Kaz. Tierny then proceeds to show a holorecording of Yeager lying that he was responsible for all of Kaz's Resistance activities, and that he recruited him. We know that Yeager was telling the truth about why he moved to the Colossus, and Tierny is right that he's an ally of the Resistance, but she twists it to get Tam to doubt him for lying to her.
- Defiant Captive: Captain Doza does not get arrested quietly.
- Disney Villain Death: CB-23 disposes of a First Order ball droid by tricking it into rolling into an open elevator shaft.
- Downer Ending: The episode ends with General Hux ordering the destruction of the Hosnian System, and Kaz watches helplessly as his homeworld is obliterated.
- Dramatic Irony: Kaz's plan involves rescuing Tam and going to Hosnian Prime for help. Too bad that she's been manipulated into becoming an enemy, and that the First Order's new planet-destroying superweapon has just been completed...
- Earth-Shattering Kaboom: Kaz, Torra and CB-23 spy on a First Order broadcast of the destruction of the Hosnian System, complete with three planets, the last being Hosnian Prime, getting blown up.
- FaceHeel Turn: Tam officially joins the First Order.
- Failed a Spot Check: Flix and Orka have spent the last several days hiding in a box, hoping that the First Order postal service will deliver them to Flix's mother on Talivar, since the transportation service has been shut down. What they don't know (besides the First Order probably not having a postal service...) is that the Colossus was sunk earlier that day.
- False Confession: Yeager gives one claiming that he was a Resistance spy all along, that he flew the Fireball into Sector Epsilon 51-3, and that he recruited Kaz. Unfortunately, Agent Tierny then uses it to turn Tam against him. Tam actually guesses that Yeager is lying when she sees the recording, but since he's not there in person to defend himself, Tierny is able to manipulate her.
- Five-Second Foreshadowing: Upon first hearing of Starkiller Base, Kaz says that it sounds like the worst thing imaginable. Sounds like he has a bad feeling about this...
- Funny Background Event: Kel and Eila's facial expressions while Neeku is wondering if Kaz was trying to say that either himself or Neeku is awesome are... quite eloquent.
- Grievous Harm with a Body:
- 4D throws one stormtrooper she takes down at the one Captain Doza is fighting when he tries to unsuccessfully avoid arrest.
- CS-227, after getting knocked out, is thrown at his two comrades when Kaz, Neeku, Kel and Eila take over the central control room.
- Heroic BSoD: Kaz asks CB-23 what system they just saw get destroyed. When she tells him...
- Human Mail: Flix and Orka's plan to escape the Colossus was to seal themselves, Bitey and GL-N inside a crate for delivery to Flix's mother on Talivar. When Kaz and CB-23 find them, they've been in there for several days and don't know that their plan isn't going to work because the station has been sunk.
- I Don't Like the Sound of That Place: Kaz and Torra get the feeling that Starkiller Base is "the worst thing imaginable", judging by its name. It is.
- Insistent Terminology: When Captain Doza points out that the First Order forced their way onto the Colossus through fear and intimidation, Pyre responds that Doza invited them onboard, to which Doza retorts that he doubts the New Republic Senate will see it that way.
- It's Quiet Too Quiet: When sneaking through Doza Tower, Kaz and Torra note that it's oddly quiet and the hallways are deserted. The reason is not good.
- Knight of Cerebus: Things already get dark the moment General Hux appears and gives his signature speech from The Force Awakens, followed by him ordering the destruction of Hosnian Prime, all of which Kaz and Torra end up witness to.
- Little "No":
- Tam's reaction when she sees a recording of Yeager claiming to be a Resistance spy and having recruited Kaz. She then says that Yeager must have been trying to take the blame off Kaz. Tierny manipulates her into thinking otherwise, but she was right the first time.
- Kaz's reaction when CB-23 tells him that it was the Hosnian System that they just saw get blown up.
- No More for Me: Al, drinking in Aunt Z's, sees Kaz and CB-23 swimming past the windows, before seeing them swimming back, followed by two scuba troopers. This prompts him to tell Glitch he's had enough.
- Obfuscating Stupidity: Tam notes to Tierny that Kaz is good at appearing to be stupid.
- Oh, Crap!:
- Kaz, when he and CB run into scuba troopers while trying to swim to the tower.
- Kaz and Torra when they see the First Order broadcast of Starkiller Base firing, followed by Kaz's horrified reaction when CB-23 tells him what system just got destroyed.
- The Reveal: The Colossus has a hyperdrive and thrusters, meaning it's capable of flight.
- Synchronous Episodes: This episode overlaps with The Force Awakens, ending with Kaz and Torra watching General Hux's speech and Starkiller Base blowing up the Hosnian system.
- Taking the Heat: Yeager tries to do this by "confessing" that he was actually a Resistance spy all along, and that he recruited Kaz.
- Tempting Fate: Kaz says that because his father is a senator, he'll contact him to bring New Republic reinforcements to the Colossus. And of course, Hosnian Prime blows up at the end of the episode...
- Tyop on the Cover: Not the episode itself, but the preview clip, titled "I Beg to Differ" after the final line of dialogue in it, is known on YouTube as "I Bet to Differ".
- Unspoken Plan Guarantee: Kaz lays out his plans to rescue Yeager and Tam, steal the shuttle, and go to Hosnian Prime for reinforcements early in the episode. Between Tam being turned against her friends and an Earth-Shattering Kaboom...
- Watching Troy Burn: Kaz ends up watching General Hux fire Starkiller Base on his homeworld and all the other planets in the Hosnian System.
- Wham Line: Anyone who's seen The Force Awakens will likely start getting an Oh, Crap! feeling when they hear Hux's voice say "Today... is the end of the Republic!"
- Wham Shot: Eila pointing out the Colossus' hyperdrive to Neeku and Kel.
- What Does This Button Do?: Neeku has a bit of trouble while looking for the button to purge the flooded hallway where Kaz and CB-23 are fighting two scuba troopers, including turning off the lights for a good portion of the Colossus.
- You Rebel Scum!: Yeager is referred to as "Resistance scum" by one of the stormtroopers escorting him.