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Recap / Star Wars: The Clone Wars S7E10 "The Phantom Apprentice"

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"I see the Padawan needs one...last...lesson."

"The time of the Jedi has passed. They cannot defeat Sidious. But, together, you and I can."
Maul

"The Phantom Apprentice" is the 10th episode of The Clone Wars Season 7. It is directed by Nathaniel Villanueva and written by Dave Filoni, and premiered on April 24, 2020.

In the tunnels of Mandalore, Ahsoka is surrounded by Maul and his Mandalorian loyalists, where Maul was expecting Obi-Wan and Anakin to come over instead. He tells her that the Jedi and the Republic will no longer be in control of the galaxy, and in their place will be Darth Sidious. Rex and the other clones eventually come to Ahsoka's rescue thanks to a distress signal she activated, but Maul quickly gets away afterwards.

Back up topside, Ahsoka and her allies update Obi-Wan on their situation and inform him of Sidious. Obi-Wan says that the Council suspects him to be the Sith Lord who started the Clone Wars. He first learned about Sidious through Count Dooku, but any chance of finding out more through Dooku is impossible: Anakin killed him during their rescue of the Chancellor.

With Dooku dead, Ahsoka requests for help to capture Maul and learn more about Sidious through him, but Obi-Wan has his hands full with hunting Grievous on Utapau, and Anakin has been ordered by the Jedi Council to spy on the Chancellor. Obi-Wan asks if Ahsoka can speak to her former master, but they're cut short by an attack on the lower levels.


Tropes in this episode:

  • Audience Surrogate: Maul, like us, knows what's coming and dreads it.
  • Bullet Dodges You: When Bo-Katan tries to shoot him in the throne room, Maul uses the Force to make her blaster bolts curve off to the sides before Force-choking her.
  • Call-Back:
    • Maul's offer to Ahsoka - that they join forces in order to foil Darth Sidious' schemes - is identical to the offer Dooku gives Obi-Wan in Attack of the Clones. Unlike Obi-Wan, who rejects Dooku's offer immediately, Ahsoka hesitantly accepts until she learns exactly how Maul intends to go about this.
    • The pose Maul makes when he ignites his lightsaber (as seen on the page image) is almost identical to the start of his duel against Qui-Gon and Obi-Wan in The Phantom Menace.
    • Just like in the previous episode(s), Maul tries to lure a Jedi into a death trap to satisfy a petty desire for revenge and ends up fighting Ahsoka instead. This time, the Jedi in question is Anakin instead of Obi-Wan.
  • Call-Forward:
    • The Double-Meaning Title regarding the identity of the titular apprentice also happened in the Rebels episode "Twilight of the Apprentice", which also included Ahsoka, Maul, and Anakin as the candidates.
    • When Ahsoka rejects his offer to join him, Maul remarks as a Pre-Asskicking One-Liner that "the Padawan needs one last lesson". Rebels' series finale had Ezra describe his final mission as "one last lesson".
    • Maul wanting to let himself fall to his death because, in the words of the Grand Inquisitor, who also died this way: "There are things more frightening than death."
    • During their throne room fight, Ahsoka's retort ("You'll find I have many qualities for you to dislike.") to Maul saying that she has Obi-Wan's arrogance is similar to Luke's line ("You'll find I'm full of surprises.") to Vader in the climatic duel of The Empire Strikes Back.
    • Almec telling Ahsoka, Bo-Katan, and Rex that Maul is interested in someone other than Kenobi (specifically Anakin) feels similar to Lando telling Han and Leia in The Empire Strikes Back that Vader wants Luke, not them, and only captured them as a means to an end. Unlike Lando, Almec is stopped before he can explicitly say the name "Skywalker", though he manages to squeak it out with his dying breath.
      Almec: It wasn't just Kenobi he wanted, there was someone else he was interested in [] Skywalker.
      Lando: Vader isn't after you at all, he's after somebody called Skywalker!
    • In the ruins of the Mandalorian throne room, Maul extends a hand to Ahsoka, offering an alliance, but she rejects him. This plays out similarly to Kylo Ren's offer to Rey in the ruins of Snoke's throne room in The Last Jedi.
    • Near the end of their duel, Maul has Ahsoka cornered between his Join or Die offer and a high drop, particularly after he had just tried to convince her that Anakin will turn to the Dark Side. This scene is evocative of Vader doing the same to Luke at the end of their own duel in The Empire Strikes Back, although Ahsoka is in a better state than Luke was and is able to worm her way out of it.
    • Ahsoka Force-grabbing her lightsaber from behind Maul and igniting it in mid-air while he narrowly dodges it is a reference to The Last Jedi, when Kylo Ren did this to Snoke, who wasn't as attentive.
    • Maul makes the comment that "It is not the way of [the Mandalorians] to hide here in the gutters." Give it a couple decades.
    • Maul's vision and how he and Ahsoka react to is one to Luke's vision that lead to his attempted murder of Ben Solo. Like Luke, Maul tries to kill the people at the center of the vision before they fall to the Dark Side and become an invaluable asset to the Dark Lord; unlike Luke, Ahsoka rejects the vision (and thus Maul's offer) wholesale because she's adamant that at least one aspect of it cannot come to pass.
    • When Maul ignites his lightsaber in the throne room, Palpatine's scream from when the Jedi confront him in his office can be heard. The episode and film can be synced together at this point to a disturbing effect, most notably in that Maul raves about how everyone is going to die as Anakin is christened Darth Vader and Ahsoka looks up at the sky as Anakin accepts his turns into the dark side, as if sensing something was going wrong. However, the next episode establishes that these scenes do not take place at the same time, so it would appear Maul and Ahsoka's confrontation was something of an echo of things to come.
    • Maul doing a Mind Probe on Jesse to find out info on Ahsoka is indicative of what he will later to do to Hera involving Kanan's Jedi Holocron.
  • The Cameo: Dryden Vos is seen among the holograms when Maul contacts the syndicates to order them to go into hiding.
  • Cannot Spit It Out: While he certainly doesn't want to save the Republic or the Jedi, Maul more than anything else desperately wants Darth Sidious to lose. However, his penchant for spite and schemes prevents him from from just telling everyone the truth, and by the time he starts trying to, his smugness and self-interest prevents Ahsoka from believing him to the degree she should.
  • Cassandra Truth: Maul reveals Anakin's future to Ahsoka, but she refuses to believe that the man she knows could become what Maul says he will. She is somewhat more willing to hear him out on his warning that the Jedi and Republic are set to fall, but isn't sold on the scope of his claims, which isn't helped by his warning about Anakin.
  • The Cavalry:
    • Rex and the 332nd barge in on Maul and Ahsoka's first meeting after the latter activates a distress signal.
    • When the Mandalorian super commandos have the 332nd on the back foot, Bo-Katan and the Nite-Owls arrive to turn the tide.
  • The Chessmaster: Maul is finally realizing the true scope of Sidious' grand plan to conquer the galaxy, and that he was far from the only Unwitting Pawn to be used and discarded by the Sith lord.
  • Continuity Nod:
    • Ahsoka remarks to Maul that Obi-Wan was right about him being difficult to kill, which he had told her in the previous episode.
    • Maul refers to his time in captivity until Death Watch rescued him, a nod to Son of Dathomir.
  • Cross-Referenced Titles: "The Phantom Apprentice" nods to The Phantom Menace, appropriate for a story featuring Darth Maul.
  • Cuffs Off, Rub Wrists: Jessie, when Maul returns him to Ahsoka and the clones.
  • Deadpan Snarker: Maul gets a good few lines in.
    Maul: [to Bo-Katan and Ahsoka as a series of explosions rock Sundari City] One of you might want to deal with that.
  • Death Seeker: When Maul falls during his duel with Ahsoka, she uses the Force to keep him from falling so that the clones can catch him. He immediately begs her to let him drop, because it's better than what's coming for all of them.
  • Destination Defenestration: When Maul has her pinned to the floor, Ahsoka rolls and kicks him up through the window above the throne.
  • Didn't Think This Through: Ahsoka points out that Maul's plan to kill Anakin would have failed miserably given his lackluster performance against her.
  • Double-Meaning Title: Who is the titular Phantom Apprentice?
    • Maul, as the former apprentice of "the Phantom Menace", that being Palpatine.
    • Anakin, who is not seen in this episode, but instead his presence is strongly felt, in addition to him eventually becoming Palpatine's apprentice.
    • Ahsoka, who genuinely considers Maul's We Can Rule Together offer, which also would have made her his "Phantom Apprentice". And by that logic, this also makes her Anakin's "Phantom Apprentice". Lastly, she wasn't formally knighted and we know that she goes into hiding after Order 66, making her a "phantom apprentice" of sorts that way as well.
    • While he also does not physically appear in the episode, the late Dooku might also be considered a "Phantom Apprentice," since Obi-Wan and Ahsoka express disappointment that Dooku was lost as a source of intelligence on the identity of the "Phantom Menace" (Sidious), and Maul reflects on their similarities as former apprentices of Darth Sidious that turned out to be expendable tools intended to be discarded and forgotten.
  • Dramatic Irony: Ahsoka's undying faith in Anakin's integrity as both a Jedi and a person. Little does she know, he is a mere day or two away from becoming the monster who will haunt a galaxy for decades, destroying everything she knows and loves in the process.
    Ahsoka: I know Anakin. Your vision is flawed.
  • The Dreaded: Darth Sidious doesn't appear in this episode, but his presence is still felt through Maul. His voice quivers by just naming his master to Ahsoka, and he's noticeably terrified of what's about to come.
  • Elevator Action Sequence: Bo-Katan fights Saxon in an elevator shaft after he kills Almec. He escapes by pinning her beneath a descending elevator, and she barely manages to avoid being crushed.
  • Et Tu, Brute?: Saxon calls out to Maul when the latter tells him that he's leaving him and his men to die.
  • Good Old Fisticuffs: Both sides of the Siege of Mandalore get into this when their lines clash at point blank range, with clones and Mandalorians alike ditching the blasters in favor of going hand-to-hand.
  • He Knows Too Much:
    • Obi-Wan notes that Anakin's execution of Dooku means the Jedi can't interrogate him for information about his master, Sidious. What they don't realize is that this is exactly why Palpatine ordered Anakin to kill him. Therefore, capturing Maul is more important than ever.
    • Maul orders Saxon to kill Almec because he's a liability in enemy hands.
      Maul: Saxon, information is a valuable commodity. See to it that the Prime Minister does not become a valuable asset to our enemy.
  • Hero Antagonist: Maul. Yes, you read that right. Maul is a massively amoral, uncaring, and cruel man, but still qualifies as this trope in this story arc. He knows what Sidious' plan is, and is trying to lure Anakin to Mandalore in an attempt to kill him so as to deprive Sidious of his desired apprentice. While this is more to spite Sidious than to do the right thing, the fact remains Maul is trying to save the galaxy, even if only out of self-interest.
  • His Name Is...: Almec is about to reveal the name of the Jedi that Maul really wanted to lure to Mandalore when Gar Saxon shoots him. Subverted as he still manages to whisper it out as he dies.
    Almec: Sky...walker.
  • Hoist by His Own Petard: Maul falls victim to his own strength twice. The first time, when he has Ahsoka pinned by a Blade Lock in the throne room, she rolls and kicks him through the window above the throne. The second time, in the rafters above the dome when he has her disarmed, she grabs his lightsaber when he goes for a killing blow and twists to make him cut off a piece of the beam they're fighting on, causing him to fall when he has nowhere to regain his footing.
  • Hollywood Tactics: This series does this a lot, but this episode provides a particularly stunning example of soldiers armed with laser rifles storming en masse across an open field against other soldiers also armed with laser rifles also running en masse across the same open field (in the opposite direction) in a manner befitting the bloodiest losses of the goddamn Civil War (the last time that armies met in that fashion).
  • Hostage Situation: Maul grabs Jesse after attacking the clone troopers, having determined he was one of the older clones and thus would be more familiar with Ahsoka. He gives him back as a show of good faith when he confronts Ahsoka in the throne room.
  • Hypocrite: Maul is still bitter about how he was cast aside by Sidious, yet he does the same to his loyal Super Commandos, including Rook Kast and Gar Saxon, who rescued him from Sidious's prison.
  • Impact Silhouette: Ahsoka throws Maul through a window while he has his lightsaber activated. His body goes through the glass, and his lightsaber cuts through the wall on either side, leading to this. It provides a small touch of comic relief in an otherwise tense episode.
  • Internal Reveal:
    • Maul tells Ahsoka about Sidious and obliquely hints at the coming end of the Republic.
    • Obi-Wan, in turn, explains that the Jedi discovered Sidious is behind the Clone Wars and informs Ahsoka and Rex of Dooku's demise at Anakin's hands.
  • Ironic Echo: Upon learning that the Council assigned Anakin to spy on the Chancellor, Ahsoka points out that the Chancellor has been an "old friend and mentor" to him. Later in the episode, Maul explains to her that Anakin "has long been groomed for his role, as my master's new apprentice". Since Ahsoka's not aware that Palpatine and Sidious are one-and-the-same, she doesn't recognize the echo of her own description of Anakin and Palpatine's relationship.
  • I Want Them Alive!: Though Obi-Wan suggested capturing Maul over killing him in the previous episode out of pragmatism, as Maul has an uncanny knack for surviving, he stresses in this episode that Maul's capture is all the more important now that Anakin has killed Dooku and deprived the Jedi of any link to Sidious.
  • Killed Offscreen: In the context of The Clone Wars, Count Dooku has been killed by Anakin, though his fate is shown onscreen in Revenge of the Sith.
  • Klingon Promotion: Ahsoka points out that joining Maul in his Evil vs. Evil battle against Sidious would just end with Maul taking Sidious's place.
    Maul: We could have destroyed Sidious!
    Ahsoka: Only for you to take his place.
  • Join or Die: Maul makes this offer to Ahsoka after cornering her in the rafters of the dome. She refuses, then manages to get the upper hand, allowing the clones to capture and stun him.
  • Last Stand: Maul's men unwittingly end up doing this during their Death or Glory Attack upon the 332nd.
  • Let No Crisis Go to Waste: Maul notes that, in the chaos to come, he'll thrive. Indeed, he'll still be running the crime syndicates well after the Republic becomes the Empire.
  • Lower-Deck Episode: To the end the first-third of Revenge of the Sith, taking place sometime in-between the Battle of Coruscant and the Battle of Utapau. Obi-Wan's appearance in the episode indicates it occurs sometime after Anakin is given a seat on the Jedi Council, but before Obi-Wan leaves his Venator to hunt for General Grievous on Utapau itself.
  • Mind Probe: Maul uses the Force to probe Jesse's mind for information on Ahsoka, wanting to know more about her since they have never met.
  • Mr. Exposition: Obi-Wan, checking in via hologram, fills in Ahsoka, Rex, and Bo-Katan on who Darth Sidious is and what's happened on Coruscant in their absence, effectively recapping the first act of Revenge of the Sith.
  • Newsreel: Averted for the first time in the series' history. Instead of a newsreel, the episode jumps right back to where the previous one left off.
  • Nice Job Breaking It, Hero: Anakin killing Dooku aboard the Invisible Hand meant that any intel the latter had on Sidious died with him. No doubt Sidious wanted as much, hence why he goaded him into it.
  • Nice Job Fixing It, Villain: Maul very nearly talks Ahsoka to his side, but blows it when he reveals he intends to kill Anakin before Anakin can turn to the dark side, as Ahsoka cannot accept his vision of Anakin's future as true.
  • "Not So Different" Remark: Maul implicitly makes one to Jesse, saying that he (Maul) was used as a tool only to be cast aside and forgotten, much like the clones will be once the war is over. He also makes the same comparison between himself, Dooku, and Ahsoka.
  • O.O.C. Is Serious Business:
    • The Sith have been taught to fear death and do whatever it takes to stay alive. Maul, having been raised as a Sith since childhood and going to extreme lengths to survive his bisection, begs Ahsoka to let him die because he believes what Sidious has in store for the galaxy is a Fate Worse than Death for everyone.
    • Saxon panics when he realizes that Maul is simply using his men's desperate charge against Republic lines as a diversion to escape the planet.
    • Ahsoka dislikes Palpatine, but she thinks it's crossing a line to make Anakin spy on him, if only because of how it will affect Anakin.
  • Pet the Dog: After torturing him with the Force, Maul politely returns Jesse to Rex and the 332nd, ostensibly as a show of good faith.
  • Present Absence: Anakin Skywalker is absent from the episode, but his chronologically ongoing nightmares of Padmé's death in childbirth and his ongoing mission to spy on Chancellor Palpatine drive forth the plot, motivating Maul to find a way to stop the upcoming rise of the Empire and kill Sidious before it is too late.
  • Retcon: In the Ahsoka novel, Ahsoka and Maul trash-talking each other about how the former isn't a real Jedi and the latter is only a "half a Sith"and Maul gets trapped by ray-shields. In this episode, Ahsoka and Maul never trash-talk each other and Maul is instead captured when he is knocked off of a beam by Ahsoka and stunned by Rex. There is also the fact that Ahsoka in this episode fights Maul with blue lightsabers instead of green like in the novel.
  • The Reveal: Maul orchestrated his plan not to attract Obi-Wan, but to attract Anakin, who he assumed would have joined the mission - he sensed Anakin's coming fall to the Dark Side as part of his premonitions, and so wants to kill him to deny Sidious his prize.
  • Revenge by Proxy: Finally realizing that he has absolutely no chance of defeating Sidious, or hijacking his plans for galactic domination, Maul settles for a consolation prize: killing Anakin, thus depriving Sidious of the apprentice he wants.
  • Rooftop Confrontation: Ahsoka and Maul have the second part of their battle in the rafters of Sundari's dome. It makes footwork difficult and both of them nearly slip.
  • Rousing Speech: Maul makes one to his Mandalorian super commandos.
    Maul: Soon the galaxy will be remade, and in the chaos, we must seize what power we can. It is not the way of your people to hide here in the gutters. If you die, I promise you it will be on the field of battle...and if you die, you will die as warriors.
  • Serkis Folk: The duel between Ahsoka and Maul was modeled from a motion-capture performance by Lauren Mary Kim and Ray Park (the latter of whom also portrayed Maul in The Phantom Menace and Solo).
  • Spanner in the Works:
    • A twofer. Maul saw the writing on the wall and planned to be a spanner in Palpatine's plans by coercing Kenobi and Skywalker to Mandalore so that he could turn them on the Chancellor. Failing that, he could just kill Anakin and deprive his old master of a new apprentice. Ahsoka manages to be the spanner in his plan by coming to Mandalore in their stead.
    • Additionally, Almec ends up being one for Maul. After being shot by Gar Saxon, Almec is able to utter Skywalker's name to Ahsoka. This ends up being what prevents Ahsoka from siding with Maul in the episode's climax, since Maul honestly explains that he wants Anakin dead for who he will become and she refuses to believe his prediction.
  • Screw This, I'm Outta Here: When he realizes he's losing the fight, Gar Saxon calls upon Maul for help. Maul politely informs Saxon that he'll be bailing from the fight and wishes him a warrior's death before severing the comlink.
  • Stealth Insult: When Maul notes that he was expecting Obi-Wan in place of Ahsoka, Ahsoka retorts that Obi-Wan had a more important engagement — that is, going to save the Chancellor. It also means that Maul was literally not worth Obi-Wan's time.
  • Synchronous Episodes: This episode takes place simultaneously with Revenge of the Sith, Ahsoka's holoprojector conversation with Obi-Wan establishes that the Battle of Coruscant has ended, with Count Dooku dead at Anakin's hands. Anakin has been assigned by the Jedi Council to spy on Palpatine, and Obi-Wan is about to depart for Utapau to take on General Grievous.
  • Suicidal Overconfidence: Maul is rather very assured that, together, he and Ahsoka can topple Sidious. This is despite the fact that, even with his brother Savage under his full tutelage the first time and Talzin the second, he was unable to defeat Sidious in their fights prior to meeting Ahsoka. Ahsoka lampshades that given she, a Padawan, is giving him a decent fight in their duel, he wouldn't even beat Anakin.
  • Surprisingly Realistic Outcome: Saxon and the Mandalorians allied with Maul launch a massive on-foot infantry attack against the 332nd, who are dug-in and backed up by tanks and air support. While they make enough headway to give the clones pause and inflict substantial casualties, they are ultimately crushed by the combined arms fire the Republic brings to bear against them.
  • Two Lines, No Waiting: Obi-Wan appears long enough to receive a status update on the ongoing Siege of Mandalore and inform Ahsoka and company about the looming threat of Darth Sidious.
  • The Unreveal: Being forced to cut their meeting short, Ahsoka tells Obi-Wan to tell Anakin something that isn't made clear to us, but Obi-Wan gets the gist of it and promises to do so. But whatever it is, he won't get to.
    Ahsoka: Tell Anakin—
    Obi-Wan: I will.
  • Villain Has a Point:
    • Maul manages to connect with Ahsoka, however briefly, by bringing up how she was driven from the Jedi Order. Ahsoka notes that she left of her own free will, but Maul is quick to note that she wouldn't have were it not for how they treated her. This convinces her to at least hear him out.
    • Ahsoka tries to convince Maul to turn himself in and allow justice to be served. Maul then argues "Justice is merely the construct of the current power base", which the imminent rise of the evil and unjust Empire will prove.
    • Maul also claims that the Republic has already fallen. By now the differences between the Republic and the early Empire are mostly cosmetic and the existence of the Jedi, the latter of which have an extremely reduced influence.
  • Villainous Breakdown: Maul has a short-lived, but amazing one the moment he realizes he's beaten, raging and screaming at Ahsoka and the clones that they will all die, as seen in the end page quote.
  • Weak, but Skilled: Ahsoka is clearly less physically powerful than Maul, who overpowers her during both parts of their duel, but survives and eventually wins by using his own strength against him.
  • We Can Rule Together: Maul offers an alliance to Ahsoka, posing that they can defeat Sidious together. It almost works, until he reveals he intends to kill Anakin.
  • We Need a Distraction: Maul talks the remaining loyalists into a Death or Glory Attack on the Republic forces for two reasons: first, so that everyone but Ahsoka will be occupied fighting them, allowing the two to have a private chat; and second, so he can escape the planet in the chaos.
  • What the Hell, Hero?: Ahsoka calls out Obi-Wan for forcing Anakin to spy on Palpatine, who he sees as a mentor. Obi-Wan isn't blind to what Anakin is being asked to do, but asks Ahsoka to help smooth things over because he isn't convinced Palpatine will relinquish power voluntarily. An attack by Maul cuts that conversation short.
  • Wham Line: Obi-Wan telling Ahsoka about the death of Count Dooku is treated as such. For the audience, it's an Internal Reveal.
  • What You Are in the Dark: Ahsoka seriously considers Maul's offer to destroy Sidious together, but rejects the offers when Maul reveals that he intends to kill Anakin as well.
  • Worf Had the Flu: It's implied that Maul is under a great deal of stress and it's factoring into why he is going even with Ahsoka in a fight when he impressively clashed blades with Sidious a while ago. Ahsoka notes with the kind of performance he's showing, he would have absolutely no chance of besting Anakin.
    • It's stated that Maul has been unable to sleep for weeks, leading to him being both mentally and physically exhausted, hence his sloppy performance against Ahsoka. It's also worth noting that Maul did not want to kill Ahsoka but convert her, seeing her as an essential emotional and physical asset in a fight against Anakin to deprive Sidious of his perfect apprentice.
  • You Fight Like a Cow: Maul reveals to Ahsoka that he intended to lure Anakin to Mandalore and kill him in order to commit Revenge by Proxy by depriving Sidious of his desired apprentice. During their fight, Ahsoka remarks that, based upon his performance against her, Maul is lucky that his plan didn't work, because Anakin would've made quick work of him.
  • You Have Outlived Your Usefulness:
    • Maul leaves Saxon and the other super commandos to die once his ship has arrived, as he only needed them to provide a distraction for his escape and they would be a poor fit in his criminal empire even if he cared to help them.
    • Maul also remarks upon this as Dooku's fate, musing that he and the late Count were the same in that they were pawns that Sidious used to advance his own goals and were then cast aside when he had no further use for them.
      Maul: At the time, I thought Dooku was an old fool, but now, now I see he and I are the same, one step behind.

"YOU'RE ALL GOING TO BURN! WE'RE ALL GOING TO DIE! YOU DON'T KNOW WHAT YOU'RE DOING!"

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