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Star Wars Rebels

Twilight of the Apprentice (Star Wars Rebels - S02E21-E22) - Animated Series

Series: Star Wars Rebels

Title: Twilight of the Apprentice

Season: Two

Episode: 21-22

Original Air Date: March 30, 2016

Runtime: 44 minutes

Credits: Review & Text: Mike Taber; Page layout & Design: Chuck Paskovics

“Anakin.” SPOILERS. 

Season two of Star Wars Rebels has been a bumpy ride at times, but it ended on high note. “Twilight of the Apprentice” is unequivocally the best of episode of Star Wars Rebels. Period. The cast and crew behind Star Wars Rebels have created something truly special with this episode. This episode had me in its opening moments. The episode began with a wonderful scene between Ahsoka and Rex. The 2008 feature film was a creative low point for Star Wars: The Clone Wars, but the “experience outranks everything” callback was pitch perfect. The shared history and bond between Ahsoka and Rex was expertly conveyed with just a few short lines of dialogue. It was a small moment in a jam packed episode, but I imagine it meant a lot to longtime Clone Wars fans like myself. Watching this episode, I could tell that Dave Filoni directed it. The episode was beautifully directed and Filoni understands Star Wars and these characters in a way that a lot of us do not. It’s clear to me that Filoni learned a lot from his time working with George Lucas. In addition to Filoni’s direction, Kevin Kiner’s wonderful score stood out. Kiner’s score elevated everything that was happening onscreen. Since I’m discussing the more technical aspects of the episode, I want talk about Malachor. The planets we see on Star Wars Rebels are often barren and devoid of character (almost certainly due to the show’s limited budget), but I really liked the design of Malachor. It set the mood for the rest of the episode. The way our heroes kept descending further and further into the planet and Sith temple worked from both a visual and storytelling point of view. The Sith temple along with the petrified bodies of the hundreds of Jedi (and a cross guard lightsaber!) established a sense of history without over explaining the events that occurred on Malachor so long ago. Kanan, Ezra, and Ahsoka arrived on Malachor in search of knowledge, but instead they found yet another Inquisitor. This Inquisitor wasn’t hunting Jedi though. He was hunting something else entirely. Ezra fell further into the Sith Temple as Ahsoka and Kanan chased after this new Inquisitor. That brings me to my biggest issue with this episode. The Inquisitors using their lightsabers like helicopters is the most ridiculous thing I’ve seen in Star Wars Rebels, and this is a series that devoted an entire episode to space whales. If it had been a one off incident, I could have overlooked the ridiculousness of the helicopter lightsabers. But the use of the helicopter lightsabers were such a big part of the visual language of this episode that it’s impossible to overlook. It’s absurd, goofy, and has no place in Star Wars.


I’m still not a fan of Ezra, but his connection to the dark side has been one of the most interesting ongoing storylines we’ve seen in Rebels. That connection was front and center when Ezra discovered Darth Maul lurking in the shadows of the Sith Temple. When we met Darth Maul in The Phantom Menace, there wasn’t much of a character there. He was a visually striking, silent menace but something of a blank slate who ended up being one of the biggest missed opportunities in the prequel trilogy. That all changed when Maul was reintroduced in Star Wars: The Clone Wars. It could’ve easily been a disaster and still stretches credibility to a degree, but the work Filoni and voice actor Sam Witwer did with Maul in The Clone Wars was extraordinary. They took this empty, but cool looking, shell of a character and turned into a truly compelling, complex, and strangely sympathetic yet despicable villain. The Maul we met here isn’t the same Maul we saw in The Clone Wars and I love that his character keeps evolving with each subsequent appearance. This quote from Maul really stood out to me, “The Sith took everything from me. Ripped me from my Mother’s arms. Murdered my brother. Used me as a weapon and then cast me aside. Abandoned me. Once I had power, now I have nothing. Nothing.” First off, I just want to praise Sam Witwer’s performance throughout this episode. He really has made the character his own and is a great actor in his own right. The small, subtle nuances in his performance are captivating. The quote itself really paints the picture of how broken Maul is at this point in his life. Like all Sith, he yearns for power. Most Sith only lose their power upon death, but Maul is trapped in his own personal hell. He has his life, but truly has nothing. His family is gone. He was betrayed by the man who raised him. He lost the power he so desperately desires. His a broken man haunted by his past and taunted by his own ambitions. Then Ezra fell through the ceiling of the Sith temple. From the first moment he met Ezra, you could see the wheels spinning. Everything he says to Ezra is intentional. Maul knew this young Jedi was the key to regaining some of his power. This was his final play, his last chance. Ezra’s flirtation with the dark side and his conflicts with Kanan have led him to Maul. Ezra is perfectly primed to be swayed by Maul’s influence. Their journey into the depths of the Sith temple served as a twisted mirror image of Yoda’s training of Luke on Dagobah. All of these scenes were very compelling. I’m so glad that this was an hour-long episode and the writers didn’t try to cram everything into one episode like they have so many times before. It would have sacrificed some wonderful, small scale moments. Maul’s journey with Ezra needed time to breathe in order to fully land, and thankfully it did. Small moments like Maul echoing Ahsoka’s advice to Ezra earlier in the episode, his talk of broken chains and accepting the limits to your power, and his true reveal as Maul needed to happen to make his connection with Ezra believable.


Maul’s journey with Ezra to the heart of the temple led them to an ancient Sith holocron, and an obvious but entertaining Indiana Jones reference or two. Meanwhile, Ahsoka and Kanan captured the new Inquisitor only for the Seventh Sister and Fifth Brother to arrive. Then Maul and Ezra arrived as well. Ahsoka immediately recognized Maul, even though they never met onscreen in Star Wars: The Clone Wars. Now that’s a story I want to see. Maul’s cackling “What fun!” upon seeing the Jedi and Inquisitors was one of my favorite moments as well. At which point the Inquisitors quickly retreated. Ezra was insistent that they trust Maul, but Kanan and Ahsoka were reluctant to work with him. Maul convinced them that they could learn the secrets of the Sith by traveling to the top of the temple and placing the holocron at its core. Maul and Ezra encountered the Seventh Sister while Ahsoka and Kanan were attacked by the Fifth and Eighth Brother. Maul Force choked the Seventh Sister and demanded that Ezra do what needed to be done and kill her. Ezra couldn’t go through with it so Maul killed her himself. While I thought the Grand Inquisitor was a compelling antagonist in season one, the Inquisitors we met this season have been very disappointing. So I was glad to see that all three of the Inquisitors were killed in this episode. Oh yeah, Maul killed the other two as well. The death of the Seventh Sister was yet another well done scene with Maul trying to lure Ezra to dark side. Maul told Ezra to take the holocron to the top of the temple while he helped Ahsoka and Kanan. It was only a matter of time before Maul revealed his true nature though. Maul claimed Ezra as his own apprentice, blinded Kanan, and revealed that the Temple is actually an ancient Sith weapon he plans to use against his enemies. One thing I really liked about this episode was that you could feel the stakes of this conflict. Kanan getting blinded by Maul is just one example, which I think is a really intriguing idea in of itself. I’m looking forward to seeing how a Jedi will handle being blind. Ezra activated the weapon and communed with an ancient, unnamed Sith Lord who was voiced by Asajj Ventress voice actress Nika Futterman. She sounded EXACTLY like Ventress which confused me for a moment. The blinded Kanan faced Maul while Ahsoka went to retrieve Ezra. It was a short fight that ending abruptly when Kanan simply knocked Maul off the side of the temple, which was a disappointing end to Maul’s presence in this episode. When will Maul learn to avoid ledges?


No one knows how to make and entrance like Darth Vader, once again perfectly voiced by the great James Earl Jones. I loved his delivery of the line, “Then you will die braver than most.” Then it happened. The reunion almost eight years in the making. Ahsoka Tano confronted Darth Vader, and it was perfect. I got chills when Vader said, “Anakin Skywalker was weak. I destroyed him.” Seeing Ahsoka and Vader finally confront each other was an astonishing moment. Kanan and Ezra retrieved the holocron and the temple began to collapse. Vader was about to stop them from escaping with the holocron when Ahsoka attacked Vader and cut open his helmet. These final moments between Ahsoka and Vader were the highlight of this episode, and the series as a whole. The way they mixed the voices of Matt Lanter and James Earl Jones was absolutely perfect. Upon seeing his face, Ahsoka simply let out a subdued “Anakin.” Ashley Eckstein hasn’t been given much to do this season outside of a few episodes, but she couldn’t have been better with that line. Ahsoka told Vader that she wouldn’t leave him this time, which was such a beautiful moment. Of course for that moment, or any of this, to land you had to have seen the relationship between Ahsoka and Anakin evolve over the course of five seasons of Star Wars: The Clone Wars. It was gut wrenching to see Ahsoka so adamant that she wouldn’t leave him again. It really speaks to how much she has grown as a character and how strong she has become. The temple exploded with Vader and Ahsoka still inside. Which brings us to the beautiful, final scene. No dialogue is spoken, only Kevin Kiner’s breathtaking score is present. Kanan and Ezra returned to the rebel base and were greeted by the rest of the Ghost crew, and Rex. Watching Rex realize that Ahsoka isn’t coming back was painful to watch. We also saw Maul escape Malachor, so Maul’s back! Then there’s the scene that will keep fans talking for a long time. We see a hobbled, wheezy Vader walking away from the temple and a bird fly back towards the temple as the silhouette of Ahsoka is walking into it. So is Ahsoka alive or dead?! I know some fans will be frustrated by this ambiguous end, but I loved it. I was immediately struck with the thought that this scene was the inverse of the last (onscreen) meeting between Anakin and Ahsoka, when she walked away from the Jedi Order and Anakin. There was even a similar color scheme and lighting. This time, Anakin walked away and Ahsoka was left behind. I also appreciate that Ahsoka’s true fate is left up to the interpretation of the viewer. Was Ahsoka physically walking back into the temple or was it symbolic of her being left behind? Is she alive or dead? I think both are valid interpretations of what we saw onscreen.


If this truly is the end of Ahsoka’s journey, I want to take some time to honor and look back upon her character’s impact and legacy in the Star Wars saga. In all honesty, when we first met Ahsoka I wasn’t a fan. However, over the course of Star Wars: The Clone Wars the audience was rewarded with a tremendous amount of growth and character development for Ahsoka. From “Lightsaber Lost” to “Wookiee Hunt” to “The Wrong Jedi”, we saw Ahsoka go on a truly extraordinary journey over the course of five seasons. After I saw the 2008 Star Wars: The Clone Wars film, I never thought Ahsoka would become one of my favorite Star Wars characters but she has. I’ve grown so connected to her character, and I never saw it coming. Ahsoka Tano is truly an important addition to the saga. Ahsoka is a powerful, strong, and likable character in her own right but she also added a lot to the journey of Anakin Skywalker. The relationship between Anakin and Ahsoka took time to develop, but it became one of the strongest relationship we’ve seen in the Star Wars saga. That’s what made the confrontation between Ahsoka and Vader in this episode so impactful. Ahsoka’s decision to leave the Jedi Order made Anakin’s mistrust of the Jedi Council and his fall to the dark side in Revenge of the Sith a lot more believable. After watching Star Wars: The Clone Wars and witnessing Ahsoka’s journey and her relationship with Anakin, her presence (or her absence more accurately) hangs over almost every scene in Revenge of the Sith. I want to thank George Lucas, Dave Filoni, Ashley Eckstein, and everyone else that has been responsible for bringing Ahsoka to life. Thank you for creating a character that has meant so much to so many. If this is the end of Ahsoka’s journey, it’s been a great one.

To wrap up the episode itself, it ended on a rather ominous note as Ezra opened the Sith holocron. Season two has undoubtedly been uneven, but they ended with the best episode of the series. I hope season three will improve on the elements of season two that didn’t work. “Twilight of the Apprentice” certainly raised the bar and opened up a lot of interesting storylines. That’s it for this season of Star Wars Rebels.  

What Worked

  • Darth Vader vs. Ahsoka Tano
  • The return of Darth Maul and his connection with Ezra
  • The final moments between Ahsoka and Vader
  • Ahsoka’s fate and the final scene
  • Kanan’s loss
  • Goodbye Inquisitors!

What Didn’t Work

  • From the show that brought you space whales... helicopter lightsabers!
External Links:
Added: April 1, 2016
Category: Star Wars Rebels
Reviewer: Mike Taber
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