"You know, after analyzing the rebels' escape, it's clear to me they had help from one within our Imperial ranks."
―Grand Admiral Thrawn to Governor Pryce and Agent Kallus[6]

"An Inside Man" is the tenth episode of the animated television series Star Wars Rebels' third season.[2] It is the forty-seventh episode of the series overall. It aired on December 3, 2016 on Disney XD.[3]

Official description[]

Kanan and Ezra infiltrate an Imperial factory on Lothal, making shocking discoveries, while Grand Admiral Thrawn continues his plans to crush the growing rebellion.[2]

Plot summary[]

Reunion on Lothal[]

It is nightfall on Lothal, and the Spectres Kanan Jarrus, Ezra Bridger, and the astromech droid Chopper are waiting on a rooftop in a town just outside Lothal's Capital City. The city is under a heavy Imperial occupation, and its streets are being patrolled by stormtroopers and AT-AT walkers. Imperial Star Destroyers patrol the skylines. Ezra, looking at the city through a pair of macrobinoculars, says that it's worse than their local rebel contact, Ryder Azadi, reported. As the three rebels wait, Chopper spots Ryder's landspeeder being pursued by two Imperial 614-AvA speeder bikes and an AT-DP walker. Ezra and Kanan jump onto Ryder's speeder, while Chopper jets onboard with his rocket booster.

The rebels almost run into a roadblock, and Ezra and Kanan struggle to cling on to the speeder's engine thrusters. Ryder is forced to do a U-turn towards the AT-DP. Ezra and Kanan use their lightsabers to cut through the walker's legs, causing it to topple to the ground. Ryder's speeder is pursued by the two speeder bikes on the highway. When Ezra asks about the bikes, Ryder assures him that they don't need to outrun them because they just need to wait for the bikes to get to 190. When Kanan asks what happens if they go up to 190, Ryder tells them to watch and wait. Kanan asks if Ryder's speeder even goes up to 190, and Ryder responds "sometimes", asking the Jedi to "think fast thoughts". Ezra and Kanan use their lightsabers to deflect the shots fired by the bikes.

True to Ryder's promise, the engine of one of the speeder bikes overheats, causing it to explode, its flying debris taking out the other bike. Ryder tells his guests that those speeder bikes are from the local Imperial factory, and that he and his rebel cell have been infiltrating the factory to sabotage them. When Ezra and Kanan praise Ryder's work, Ryder responds that he can't claim credit, as a friend of Ezra's came up with the idea. The rebels travel to Ryder's stone circle hideout in Lothal's wilderness. There, Ezra encounters an old friend of his family, the farmer Morad Sumar. He observes that the boy has grown and cut his hair. He welcomes Ezra and tells him that his parents would be proud. Morad is joined by his wife Marida Sumar and the Ithorian bartender Jho, who make up Ryder's Lothal resistance group.

When Ryder asks Ezra about his plan, Ezra explains that Phoenix Cell is enlisting help from another rebel cell to take out the Imperial Armory Complex on Lothal. The Sumars and Jho cheer. When Ryder asks when the strike will take place, Kanan tells him soon, but that it depends on what they learn while they are there. Ezra says that their source, Fulcrum, has told them that the Empire is developing a new weapon. If they knew what it was, the other rebel cells would agree to launch an attack soon. Morad informs Ezra that the Empire has tightened security around Section A2, and transferred the best workers there. When Kanan asks if Morad can get them inside the factory, he asks if Ezra has any manufacturing experience. When Ezra admits that he doesn't, Ryder responds that he will fit right in.

Thrawn's inspection[]

Morad and a disguised Kanan, Ezra and Chopper enter the Imperial factory, which manufactures AT-AT walkers and TIE fighters. Governor Arihnda Pryce, Agent Kallus and Lieutenant Yogar Lyste have summoned the workers at the factory for an inspection. Pryce orders Kallus to make sure the workers are all present. Ezra recognizes Governor Pryce as Kallus' new boss, who Sabine Wren had told them about. Kallus tells the workers to look sharp, because they have been honored to receive an inspection from Imperial High Command. The inspector turns out to be Grand Admiral Thrawn, who does not regard his visit as an honor.

Thrawn tells the workers that vehicles produced by the Lothal factory have a far higher rate of malfunctioning than those produced at others. He believes that poor craftsmanship is to blame, and states that it has caused the Empire to lose troops and missions. Thrawn warns that such malfeasance will not be tolerated any longer. He then addresses Morad, who answers to the com number Worker 5473. When Thrawn asks Morad if he had been pressed into the Empire's service, Morad confirms it, because he had lost his farm. Thrawn then asks Morad whether he takes pride in his work. Morad professes to do so.

Gesturing to a 614-AvA speeder bike on display, Thrawn tells Morad it is the last model that he personally inspected. He then asks Morad to demonstrate how quickly it can reach full speed. A stormtrooper drags a reluctant Morad to the bike. Ezra tries to intervene, but Kanan holds him back while a stormtrooper tells them to fall back in line. Morad starts up the bike. Its engine begins to overheat, and Morad powers it down. However, Thrawn is not finished with the demonstration and brings it to full power. The bike explodes, and Morad is killed, leaving only his blackened worker's helmet.

Morad's death by a dispassionate Thrawn prompts horrified reactions from the workers, Ezra, Kanan and Kallus, with Lyste vaguely disturbed, whilst Pryce outright smirks sadistically. Now that he has gained the workers' attention, Thrawn warns them that whatever they build they will now test personally. He predicts their malfunction rate will drop substantially, fussily plucking a bit of stray ash off his uniform. Ezra attempts to charge at Thrawn, but Kanan holds him back so as not to blow their cover. Thrawn then orders Kallus, Lyste and Governor Pryce to ensure that nobody leaves the factory because he wishes to inspect the line for sabotage. Lyste informs the workers that the factory is on full lockdown. Kanan tries to contact Ryder to warn Hera Syndulla about the lockdown, but is unable to send a signal since the Imperials are jamming it.

Going undercover[]

Lieutenant Lyste then orders the workers to form two lines and submit for verification and questioning. A stormtrooper orders the workers to present their ID cards for examination. Kanan and Ezra know they need to avoid the scrutiny and Chopper, at Ezra's urging, causes a commotion by starting up a speeder bike, which crashes into a barrier. This distracts the Imperials, and allows Kanan and Ezra to flee the room. Lyste asks Chopper what is the matter with him, and orders the droid to report for maintenance.

Ezra and Kanan flee down a corridor and proceed on their mission to find out what the Empire is up to. Kanan suggests starting with Section A2. Ezra replies that they have to get changed, since the workers are on lockdown. At an opportune moment, the two rebels run into a stormtrooper and a scout trooper, who remind the workers they have not yet been dismissed. Ezra and Kanan knock out the Imperials and steal their uniforms.

Meanwhile, Governor Pryce asks whether the rebels have infiltrated Section A2 and warns that the secrets of that product are imperative. Thrawn responds that he has ordered anyone trying to enter that area without his personal code to be terminated on sight. He then chides Governor Pryce for compromising security by hiring locals, and Pryce responds that the factory has quotas to meet. Kallus explains that he could question the workers, but that he can't determine whether they are lying without any information on the classified project. Pryce haughtily responds that all Kallus needs to know is that the Admiral has a new fighter initiative. When Kallus states that he can't see how one fighter can change much, Thrawn responds that victory and defeat are often determined by the smallest details. Thrawn then asks a worker if an AT-DP standing on display is his work. When the worker responds in the affirmative, Thrawn has Kallus make the walker step forward, and it quickly collapses. Despite the worker's protests, Thrawn gestures for his stormtroopers to arrest the man.

Back at Ryder's rebel encampment, he contacts Hera, at Chopper Base on the planet Atollon, to tell her that the factory is on full lockdown and that he can't reach Ezra and Kanan. He warns Hera that the new Imperial in charge is pretty thorough, and that he has red eyes. Commander Jun Sato, Garazeb Orrelios and Sabine are also observing the conversation. Hera recognizes the new Imperial officer as Grand Admiral Thrawn. Ryder tells Hera that his team will attack the factory at the east gate, in order to distract Thrawn and give Kanan and Ezra a chance to escape.

Finding the Imperial plans[]

Meanwhile, Kanan, Ezra and Chopper hide while stormtroopers admit an Imperial astromech droid into Section A2. Ezra suggests using Chopper to get inside and steal plans, which means getting the droid a clearance code from an Imperial astromech. When one turns up, Kanan tells the droid that it is in a restricted area and that they need to see its clearance code. When the droid withdraws its clearance code, Kanan takes it. Chopper then electrocutes the droid with his spark projector, and Ezra catches the Imperial droid before it falls over and props it against the wall. Kanan hands Chopper the clearance code, and Ezra tells him to make it fast. The stormtroopers admit Chopper into Section A2, where he plugs in and starts downloading.

At his office, Thrawn inspects images of Ezra and Hera, Sabine's Mandalorian graffiti, and a Jedi Temple Guard's helmet. When Lieutenant Lyste and Kallus enter, he asks them about a piece of Sabine's artwork, painted on a section of retaining wall. Lyste merely remarks that it looks like part of the base's retaining wall, while the more astute Agent Kallus recognizes it as a symbol of Phoenix Squadron. He identifies the starbird as a creature of light rising in flames, and interprets it as a symbol of the rebels' commitment to victory. Thrawn observes that he has seen the starbird markings everywhere on Lothal, and speculates that the crew of the Ghost have a special attachment to Lothal and will always return.

When Thrawn asks if they have found any more subversives, Lyste nervously informs him that two of the workers have gone missing, but their uniforms have been found. While Kallus is confident they will locate them once they have issued an alert, Thrawn points out that the rebels will have already found new disguises and suspects that they are inside the factory to gather more information and escape. When Kallus asks Thrawn whether he thinks that the rebels are more than saboteurs, he responds that the rebels are likely after the contents of Section A2 and orders Kallus to secure it.

While waiting for Chopper, Ezra and Kanan are found by a stormtrooper patrol. The patrol's corporal, wearing a black pauldron, asks the two about their business. Kanan claims they're on guard duty, and when the corporal asks what they're guarding, Ezra responds that they go where they're ordered. The corporal states this is highly irregular, and asks for their operating numbers. At this point, Chopper emerges from Section A2. Kanan asks the corporal if this is Section B17, and when told it's Section A2, Ezra claims that he knew they were in the wrong section, telling the corporal that they're new transfers. They quickly walk away from the patrol, only to turn a corner and see Lieutenant Lyste ordering more stormtroopers to set up a full lockdown. As Kanan, Ezra and Chopper flee down the hall in the opposite direction, the stormtrooper corporal and his men pursue the three undercover rebels. Arriving at a pair of turbolifts, Kanan hits the call button in a hurry, but gets no response. He tells Ezra that things are probably going to get "messy". The lift opens to reveal Agent Kallus inside.

An unlikely ally[]

Kallus orders the disguised Kanan and Ezra inside, supposedly to help him secure the perimeter. Once inside, Kallus tells the two rebels and Chopper that he knows who they are, and warns them not to move. Thinking he is still an enemy, Ezra and Kanan engage Kallus in a fistfight. However, Kallus manages to stop the fight by telling them that he is Fulcrum. When the two Jedi express doubt, Kallus proves he's telling the truth by using the code phrase "by the light of Lothal's moons," to the Jedi's surprise. Kanan and Ezra remove their helmets, although they are skeptical due to their previous encounters with Kallus. He manages to convince them by stating that Zeb trusted him on the ice moon Bahryn, and that he helped Sabine escape Skystrike Academy. Kallus tells Ezra and Kanan that he is trying to save them.

Chopper beeps, and Kallus snaps that the rebels' droid trusts him. Ezra retorts that that's not a good thing, and Kanan tells Kallus that if he wants to help them, he can help them get a signal to the rebels outside. Kallus and the rebels enter a communications station, with Kallus pretending to fight the rebels during the attack. Using their blasters, lightsabers, and some Force pushes, Ezra and Kanan stun the stormtroopers and another Imperial officer. Kallus is irritated that Ezra Force pushed a stormtrooper into him without warning him he was going to do that, and Ezra responds, "Where's the fun in that?" Kallus tells them that their droid can uplock their comlinks from this port, and that he will provide the access codes. However, Chopper mutters that he doesn't need them. Kallus remarks that their C1 is pretty efficient, and Chopper beeps, pleased by the flattery. Ezra responds that Chopper would get along with an Imperial spy.

Kanan then contacts Ryder via comlink and asks if he is there. Ryder reveals that he is planning to attack the east gate of the factory, and tells Kanan to move if they want to get out. Kallus tells the rebels to head to the east vehicle pool, where they will find an AT-DP walker that will allow them to escape. Kallus then says that all he has to do now is make this look convincing, so Ezra off-handedly Force pushes the Imperial Security Bureau agent through the glass monitor board. Ezra and Kanan briefly argue, as Kanan wanted to do it, and Ezra tells Kanan that if Kallus really is on their side, he'll get his chance. Kallus, on the floor, groans and puts his hand to his head.

Back in his office, Thrawn studies a datapad. He has learned that an unauthorized droid has accessed the computer in A2, and deduces that the rebels have acquired his plans. However, Thrawn senses that something has changed, because the rebels have delayed their escape. Pryce speculates that the rebels have realized how impossible it is to escape, and Thrawn theorizes that the rebels have found an unexpected ally – or perhaps an expected one. Governor Pryce is unsure what Thrawn is talking about. He explains that the rebels will attempt a different means of escape, and that they must adapt their strategy.

Skirmish with the walkers[]

At the east gate vehicle pool, Lieutenant Lyste calls Thrawn to inform him that the rebels are attacking the east gate. He has deployed two AT-AT walkers, and asks if he should deploy backup. Reasoning that the rebel infiltrators will take advantage of the attack to escape, Thrawn replies yes, and tells Lyste that they will play the rebels' game. Meanwhile, Ezra, Kanan, and Chopper slip unnoticed into an AT-DP walker behind Lyste's back. When Lyste deploys the walker reinforcements, Ezra tells Kanan they'll fit right in, and hopes that their walker is one of the "good ones." Outside, the two Imperial AT-ATs march out to confront Ryder's two landspeeders as Loth-cats scurry in the background.

Riding shotgun on Ryder's landspeeder, Marida Sumar fires a rocket launcher that damages a nearby Imperial Troop Transport. Ezra and Kanan's AT-DP, Walker 216, approaches the AT-AT walkers from behind. When the AT-AT pilot asks what they are doing here, Ezra claims that they are reinforcements. However, Thrawn warns the pilot that Walker 216 is under rebel control and orders his AT-ATs to destroy it. Ezra thinks Kallus set them up, but Kanan replies that they will figure it out later. Kanan tells Ezra to find cover while the AT-ATs blast Walker 216.

Ryder and Marida spot Ezra's walker under attack, Ryder noting that Imperial walkers shooting at each other is not a common sight. Ryder contacts Ezra, who confirms that they are in the AT-DP. Ezra manages to move his walker under one of the AT-ATs, but the walker proceeds to crush them under its legs. Ezra and Kanan use their lightsabers to cut a hole and board the AT-AT, hijacking the walker. Ryder and Marida see the empty AT-DP explode. Believing Ezra and Kanan to be dead, Marida fires another rocket that hits one of the front legs of Ezra and Kanan's hijacked AT-AT walker, causing it to topple, but not before Kanan and Ezra fire upon the other AT-AT, destroying it. Ezra, Kanan, and Chopper escape through the roof of the downed walker.

Ryder is relieved to see that his friends are alive, but remarks that he thought that they were in the smaller walker. When Ryder asks about Morad, Ezra tells them that he did not make it. Marida bows her head in sadness. She then sees more walkers coming, and the rebels flee into the wilderness on their landspeeders.


After escaping back to Ryder's encampment, Ezra, Kanan, and Ryder communicate with Hera, Sabine, Zeb, and a rebel astromech droid via hologram. Sabine has decrypted the data that Chopper stole. Hera and Sabine discover that the secret Imperial plans are the blueprints for a new type of TIE Interceptor with shields. Hera notes that TIEs have never been built with shields before. Zeb deduces that this is why the Imperials are keeping this project a secret. If the new TIE fighter is produced in large numbers, Hera and Kanan fear that it will endanger their pilots and the rebellion.

When Hera asks how they managed to get past Thrawn with his secret plans, noting that someone's losing more than their job for this, Kanan replies that they can thank Agent Kallus, because he knew Fulcrum's code phrase. Hera's eyes widen in surprise, and Sabine is shocked, wondering how Kallus being Fulcrum even makes sense. Zeb, stunned, deduces that he must have "accidentally" recruited him. Ezra pointedly asks if it was when they were stranded on that ice moon together, since Zeb didn't see fit to tell them about that. Zeb reasons that because they didn't kill each other, they are friends now. Still distrusting Kallus, Hera advises caution with their new "friend" until they know what game he is playing.

Back at Imperial headquarters, Thrawn thanks Lieutenant Lyste for his report and dismisses him. However, Governor Pryce and Agent Kallus stay behind. Thrawn then talks to Kallus, and confirms that his encounter with the Jedi, corroborated by several troopers, was helpful. After analyzing the rebels' escape, Thrawn deduces that they had help from someone within the Imperial ranks. Governor Pryce expresses shock that the rebels have a mole, and calls for all Imperial personnel to be interrogated, insisting that "This spy must be found!" Thrawn advises patience, and warns her that acting out of emotion will not work. Instead, the Grand Admiral states that they will wait and watch for the spy to make their next move. Addressing Agent Kallus, he tells the Imperial Security Bureau agent that when the spy is discovered, which Thrawn has no doubt is a certainty, he will turn them from an obstacle into an asset. Trying to hide his dealings with the rebels, Kallus feigns loyalty by telling Thrawn that he commends his flawless strategy.


The 614-AvA speeder bike is incorrectly referred to as a 624-AvA speeder bike by Thrawn at the beginning of the sequence where he forces Morad Sumar to test-drive a sabotaged one.



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