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"A partial message was intercepted in a diplomatic packet from the chairman of Utapau."
"Act on this we must. The capture of General Grievous will end this war. Quickly and decisively we should proceed."
―Anakin Skywalker and Yoda[3]

The Battle of Utapau, also known as the liberation of Utapau, took place on the Separatist occupied world of Utapau in 19 BBY. Fought by the Separatist Droid Army against the Grand Army of the Republic and the Utapaun resistance, it was one of the last major battles of the Clone Wars, the galaxy-wide military conflict between the Galactic Republic and the Confederacy of Independent Systems.

The battle occurred as a result of General Grievous' escape during the Separatist attack on Coruscant, where the Confederate Head of State Count Dooku was killed by Jedi General Anakin Skywalker. As the Supreme Martial Commander of the Separatist Droid Armies, Grievous became the prime target of the Republic Military after Dooku's demise. Altered to Grievous' presence on Utapau by Clone Intelligence, the Republic deployed the 7th Sky Corps under Jedi General Obi-Wan Kenobi who personally engaged Grievous in a lightsaber duel prior to the arrival of his clone troopers. Grievous attempted another escape while his battle droids fought the Republic clone troops, but ultimately the Kaleesh cyborg was killed by Kenobi. Although the Executive Separatist Council had been evacuated to Mustafar before the battle started, the Separatist war effort effectively collapsed with Grievous' death.

As the clone troopers continued to fight the battle droids in Pau City, Clone Marshal Commander CC-2224 "Cody" received a message from Supreme Chancellor Sheev Palpatine ordering him to execute Order 66. Programmed to comply with the order to exterminate the Jedi, the Clone Commander tried to have Kenobi executed for treason. Betrayed by his soldiers, Kenobi left Utapau in Grievous' starfighter. The clones also turned against their Utapaun allies, arresting Port Administrator Tion Medon and placing Utapau under military occupation.

The Clone Wars officially ended with Grievous' destruction during the Battle of Utapau, after which the remaining Separatist leaders were assassinated on Mustafar by the Sith Lord Darth Vader. Having all but destroyed the Jedi Order, Chancellor Palpatine—the public persona of the Dark Lord of the Sith Darth Sidious—declared the start of his reign as Emperor of the Galactic Empire.


The loss of Count Dooku[]

"It won't be long before the armies of the Republic track us here. I'm sending you to the Mustafar system, in the Outer Rim. It is a volcanic planet. You will be safe there."
"Safe? Chancellor Palpatine managed to escape your grip, General. Without Count Dooku, I have doubts about your ability to keep us safe."
―Grievous and Nute Gunray[3]

The Separatist Council met with General Grievous on Utapau.

During the Clone Wars, the planet Utapau was subjugated by the Confederacy of Independent Systems.[15] General Grievous retreated to Utapau after escaping from the Battle of Coruscant, where Count Dooku—the Sith Lord Darth Tyranus—was killed by the Jedi Knight Anakin Skywalker. With Tyranus dead, the Kaleesh warlord[3] became the Confederacy's acting Head of State.[9] Darth Sidious, the Sith Master of the late Tyranus, contacted Grievous upon the general's arrival on Utapau, instructing him to relocate the Executive Separatist Council to the Mustafar system. The Dark Lord of the Sith also assured Grievous that the war's end was near in spite of the loss of Tyranus, which Sidious deemed necessary to his plans. Sidious explained that he would soon have a new Sith apprentice who was much younger and stronger than the aging Tyranus.[3]

The general addressed the council in a converted core ship, where he informed them that an attack by the Grand Army of the Republic was expected, and was therefore moving them to the planet Mustafar, where he claimed that they would be safe. Though Viceroy of the Trade Federation Nute Gunray with support from other council members began to doubt the abilities of their new leader to keep them safe when compared to the late Dooku. A brief moment of tension arose between Gunray and the general, but he nevertheless followed his orders to relocate the council, leaving just moments before his nemesis Jedi General Obi-Wan Kenobi's arrival.[3]

The hunt for Grievous[]

"I'm being sent to hunt down General Grievous on Utapau."
―Obi-Wan Kenobi, to Ahsoka Tano[16]

Jedi General Obi-Wan Kenobi and the 212th Attack Battalion deployed to Utapau with orders to capture or destroy General Grievous.

Meanwhile, the Galactic Republic's Clone Intelligence had managed to discover the location of Grievous. this led to the Jedi High Council deciding to send Jedi Master Obi-Wan Kenobi to lead the battle after rejecting Supreme Chancellor Sheev Palpatine's recommendation of sending Anakin Skywalker to Utapau. After saying farewell to Skywalker in what would be the last time they spoke as friends, Kenobi organized a fleet of Venator-class Star Destroyers carrying an army of clone troopers, led by Clone Marshal Commander CC-2224 "Cody."[3]

En route to Utapau, Kenobi spoke via hologram to Skywalker's former Padawan Ahsoka Tano, who was leading forces in the Siege of Mandalore to capture his other nemesis, the former Sith Lord Maul. Tano asked for information about Sidious, who Maul had mentioned, and Kenobi told her that Darth Sidious was the Sith Lord the Jedi believed to be behind the Clone War and playing both sides of the conflict from its very start. However, as Count Dooku was now dead after being killed by Skywalker, they could not gain any more information out of him and requested she capture Maul to discover his old master's secret identity. Tano asked Kenobi if he and Skywalker could help her or send more men, but he told her that was not possible due to his mission to Utapau to hunt down General Grievous, and Skywalker having been appointed to spy on Chancellor Palpatine. Kenobi asked Tano to speak with Skywalker regarding his concerns about the assignment, but the conversation ended when Clone Commander CT-7567 "Rex" reported an attack on Mandalore. Tano asked Kenobi to tell Skywalker of how the Council isn't always right before they signed off.[16]

Kenobi arrived at Pau City in an Eta-2 Actis-class interceptor.

Kenobi arrived on Utapau in his Eta-2 Actis-class interceptor under the pretense of refueling his ship. He was greeted by Tion Medon, the Port Administrator of Pau City, observed from a distance by one of Grievous' IG-100 MagnaGuards. Medon discreetly revealed information that the Confederacy was occupying the city and the Pau'ans were being held as hostages so that they could use Pau City as a hiding place for the Separatist Council, Grievous, and his army of battle droids. Kenobi sent the droid R4-G9 back to his fleet to inform the clones of the situation, but he stayed in city to engage Grievous. Kenobi commandeered a varactyl beast named Boga as a mount, and rode in secret to infiltrate the hangar of the modified core ship and went onto a platform overlooking the hangar where he witnessed the summit being held by the Separatist leadership.[3]

The battle[]

Engaging Grievous[]

"Clone intelligence is reporting Jedi General Obi-Wan Kenobi has found and engaged General Grievous on Utapau."
"If he captures or kills Grievous, the Separatist command structure will collapse."
"And most likely the droid armies along with them."
―"Tech" and CT-1409 "Echo"[5]

Kenobi challenged Grievous to single combat.

After the Separatist Council departed the hangar, Kenobi revealed himself by dropping from the catwalk above the hangar, and was immediately surrounded by battle droids and found himself confronted by four of Grievous' IG-100 MagnaGuards. Kenobi defeated them quickly, using the Force to dislodge a cargo module hanging from the ceiling and crushed three of them, casually decapitating the sole survivor. Grievous's droids were preparing to open fire on Kenobi, but were called off as Grievous decided to challenge Kenobi himself. Drawing four lightsabers at once, he then spun them rapidly in a buzzsaw motion and advanced on Kenobi. Kenobi slowly retreated before thrusting his lightsaber into the swirling energy blades, engaging Grievous in a spectacular, though brief, display of swordsmanship. Grievous remained unable to penetrate Kenobi's defense, so he ramped up his attacks even further. Kenobi was able to amputate two of Grievous' robotic arms, as Kenobi's blade, instead of intercepting Grievous's blade, sliced the cyborg's left lower wrist. Staring in surprise at his smoking stump, Grievous lunged in another attack. After another brief bout of fencing, another of Grievous' lightsabers, still clutched in his metal hand, bounced on the deck.[3]

Clone Intelligence reported Kenobi's battle with Grievous on an encrypted communication channel, which was monitored by "Tech," a member of Clone Force 99 during the squad's mission on Kaller. Though assigned to Jedi General Depa Billaba after her reinforcements were recalled to Coruscant, Tech surmised that the outcome of the Battle of Utapau could mark the end of the Clone Wars. CT-1409 "Echo," another member of Clone Force 99, commented that Grievous' death would cause the Separatist command structure to collapse, along with their droid armies according to Tech. Though intrigued by the clone's theory, Billaba told them to focus on the Republic operation on Kaller, knowing that they were too far away to affect the outcome of a battle on another planet.[5]

Republic arrival[]

"Army or not, you must realize you are doomed!"
―Grievous, to Obi-Wan Kenobi[3]

The Battle of Utapau began with the arrival of the Grand Army of the Republic.

At that moment, Republic forces led by Commander Cody arrived, with Star destroyers pounding fire on Separatist defensive positions and round after round of clones repelling from gunships. While the clone troopers were held back by LM-432 crab droids and other droid forces, Grievous prepared to resume the lightsaber duel, advancing on his opponent. However, Kenobi Force pushed the general, sending him flying up and crashing against the ceiling. Dropping his two remaining lightsabers as he plummeted to the hangar floor, an unarmed Grievous chose to flee. Grievous crawled to his TSMEU-6 personal wheel bike and mounted it, speeding out of the hangar and dropping to the lower levels of the city, crushing everything in his path as he raced towards the docking platform where his private ship waited. Kenobi pursued on his varactyl, Boga, but lost his lightsaber after the jarring impact on the way down, the lightsaber eventually landing at the feet of Commander Cody who later informed the Jedi Council members about Kenobi's current pursuit and battle with Grievous, to which Jedi Master Mace Windu then had Skywalker deliver the news to Chancellor Palpatine. Windu and the other council members secretly voice their suspicions regarding Palpatine's intentions, with Windu mentioning the possibility that they would have to remove Palpatine from office should he refuse to give up his emergency powers after the defeat of Grievous, stressing that the council would need to take control of the Galactic Senate to ensure a peaceful transition of power for a new Supreme Chancellor. However, Grand Master Yoda acknowledged they had to take grave care, believing that their current plan would them to a dark place.[3] Yoda also told Ahsoka Tano that Kenobi had engaged Grievous when she joined the meeting before wishing the Force to be with her.[1]

Grievous retreated from the battle on his wheelbike.

Kenobi pursued Grievous in a furious chase through the streets of Pau City as the battle raged around them. As Kenobi caught up to the General, Grievous thrust at Boga with an electrostaff he stashed in the wheel bike. Kenobi managed to grab hold of the shaft of the weapon and wrench it from the cyborg's hands. Kenobi then attempted to destroy the wheels on Grievous's vehicle with it before attacking the General himself with it. Grievous managed to regain hold of it, and pulled it back, and Kenobi along with it. As the two grappled for control of the wheel bike, Grievous pulled out a blaster and attempted to shoot Kenobi, though the Jedi evaded the shots. Unfortunately, Kenobi's movements overbalanced the wheel bike, causing it to flip as they arrived at Grievous' landing platform. While they were thrown off, the bike rolled off the platform and fell into the sink hole below.[3]

The two opponents recovered quickly, Kenobi brandishing the electro staff against the blaster-wielding Grievous. Disarming the General, Kenobi began unleashing a series of jabs against the cyborg's torso, knocking Grievous over. Grievous retaliated with a kick that threw Kenobi across the platform. As Kenobi regained his feet, Grievous closed the distance, engaging Kenobi in a melee. While Grievous' mechanical exoskeleton provided him with a clear advantage, Kenobi managed to pry apart the plates protecting Grievous's internal organs before being thrown to the ground. Kenobi counter-attacked by kicking Grievous's leg, but only injured himself against the hard, durasteel limb.[3]

Kenobi killed Grievous before the cyborg general could escape, effectively ending the Clone Wars.

Grievous grabbed Kenobi by the collar and threw him across the platform, with Kenobi barely managing to grab onto the edge. Grievous retrieved the electrostaff and advanced on Kenobi to deliver the killing blow. Desperately hanging from the edge, Kenobi used the Force to summon Grievous' E-5 blaster to his hand. Blasting five well-placed shots through the gaps in the general's armorplast chestplates at the organs that he had exposed, Kenobi ignited the tissue, violently combusting the internal organs and painfully killing the Separatist leader. Grievous's death was later reported to the Jedi Council, with Windu preparing to go to Palpatine's office to inform him of this development in the hopes that he lay down his emergency powers, until Skywalker revealed Palpatine's stance as a Sith Lord.[3]

Continued fighting[]

"Now, let's get a move on. We've got a battle to win here."
―Obi-Wan Kenobi, to CC-2224 "Cody"[3]

The fighting on Utapau continued despite the destruction of Grievous.

The droid army continued to engage the clone troopers across Pau City during the duel between the Jedi Master and the general as the droids tried to hold the advancing Grand Army at bay as the Republic established forward points. While Cody continued to commanded the clones safely from behind Republic lines, where he was able to catch Kenobi's falling lightsaber.[3]

After killing Grievous, Kenobi made his way back to the battle. The B1-series battle droid 2638 fired down close to the Jedi, but the droid was blasted by enemy fire as heavy fighting continued as the Republic had finally started to push the droids from the edge of the sinkhole deeper into the city. Kenobi arrived to Cody's position and had his lightsaber returned to him before charging up a cliff ledge.[3]

Order 66[]

"Commander Cody, the time has come. Execute Order 66."
"Yes, my Lord."
―Darth Sidious, to CC-2224 "Cody"[3]

Darth Sidious ordered CC-2224 "Cody" to execute Order 66 against his general, Kenobi.

Meanwhile, on Coruscant, Anakin Skywalker turned to the dark side of the Force and became Sidious's Sith apprentice, Darth Vader. The newly anointed Sith Lord led the 501st Legion's attack on the Jedi Temple. It was then that Cody received a message from Sidious who was publicly Supreme Chancellor Sheev Palpatine, instructing him to execute Order 66 as part of a purge on the Jedi Order.[3]

With Sidious issuing the order to Cody, Cody's bio-chip activated and immediately brainwashed him into believing that Kenobi was a traitor to the Republic that needed to be executed.[17] Despite serving under Kenobi and being his friend, his loyalty was forcibly abolished due to the activation of his Biochip.[18] Cody then ordered a nearby All Terrain Tactical Enforcer to fire its main cannon at the Jedi, who was ascending the cliff heading up to the Separatist command headquarters on the tenth level. The tank fired a single bolt that almost hit Kenobi, who fell into the depths of the sinkhole below.[3]


"Wrecker": "What did we miss now?"
Quartermaster: "The end of the war."
"Hunter": "Say again, Trooper."
Quartermaster: "General Grievous was defeated on Utapau. The Separatist leadership has collapsed. The war is over."
"Tech": "Just like I said."
―"Wrecker," a shock trooper quartermaster, "Hunter," and "Tech"[5]

The Separatist Droid Army was routed and Pau City[3] was occupied by the Republic, which began to round up and arrest the Utapaun resistance, including Port Administrator Tion Medon,[7] all before readying to leave the sinkhole world.[3] With the death of Grievous, the Separatist leadership fell, and the outcome of the battle spread throughout the galaxy.[5]

When Clone Force 99 returned to Kamino after witnessing the execution of General Billaba, they encountered a large contingent of clone shock troopers of the Coruscant Guard stationed in Tipoca City. One of the shock troopers, a quartermaster, informed "Wrecker," Clone Sergeant "Hunter," and the rest of the squad that the Clone Wars concluded with Grievous' defeat on Utapau and the subsequent collapse of the Separatist leadership, confirming Tech's prediction of the war's end.[5]

After fleeing Utapau, Kenobi was contacted by Senator Bail Organa, who witnessed the fall of the Jedi Temple on Coruscant.

As the Grand Army proceeded to depart, however, Cody, all too aware of Jedi prowess, was not convinced of Kenobi's death. Probe droids were deployed to the sinkhole floor to find the Jedi Master's body and ascertain whether he was dead or alive. Kenobi then used stealth to make his way back up to Pau City, get to Grievous' starfighter and escape Utapau, becoming one of the few Jedi to escape the destruction of the Jedi Order. As he fled the Utapau system, Kenobi established contact with Senator of Alderaan Bail Prestor Organa, who had already rescued Grand Master Yoda from Kashyyyk, by reaching the Alderaanian diplomatic cruiser Tantive III.[3]

Meanwhile the Separatist Council, who were stationed on the planet before they were moved to a mining complex on Mustafar just prior to the battle on the orders of Darth Sidious, were demoralized by their recent defeats and only wished for peace. With Grievous' death, Gunray became the Head of State for the remaining Separatist forces and command of the droid army transferred to the council on Mustafar. However, they would be betrayed by Sidious who had them killed by Darth Vader, thus ending the Clone Wars.[3]

Behind the scenes[]

The Battle of Utapau first appeared in the 2005 film Star Wars: Episode III Revenge of the Sith, the third installment of the Star Wars prequel trilogy.[3] The StarWars.com Encyclopedia entry for Tion Medon stated that two entire Republic brigades fought in the battle,[7] but General Grievous's later Databank entry instead stated a battalion of clone troopers were deployed.[11] This article assumes the databank, being the more recent source, is correct.

According to stunt coordinator Nick Gillard, six IG-100 MagnaGuards were originally intended to join Obi-Wan Kenobi and General Grievous during their duel to defend the latter. While Ewan McGregor trained for a week to get the choreography right, George Lucas rewrote the scene by having Kenobi crushing just four bodyguards with a piece of the ceiling as Lucas realized that the fight wasn't essential to the story, as well as the production running short of time.[19]


Non-canon appearances[]


Notes and references[]

  1. 1.0 1.1 TCW mini logo.jpg Star Wars: The Clone Wars – "Shattered"
  2. Catalyst: A Rogue One Novel
  3. 3.00 3.01 3.02 3.03 3.04 3.05 3.06 3.07 3.08 3.09 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 3.23 3.24 3.25 3.26 3.27 3.28 3.29 3.30 3.31 3.32 3.33 3.34 3.35 3.36 3.37 3.38 3.39 3.40 3.41 3.42 3.43 3.44 3.45 3.46 3.47 3.48 3.49 3.50 3.51 3.52 3.53 3.54 3.55 3.56 3.57 3.58 3.59 3.60 3.61 3.62 3.63 3.64 3.65 3.66 Star Wars: Episode III Revenge of the Sith
  4. Kanan 1
  5. 5.0 5.1 5.2 5.3 5.4 5.5 5.6 TBBtemplate.png Star Wars: The Bad Batch – "Aftermath"
  6. "Brain Invaders" establishes that the second occupation of Geonosis began after the Second Battle of Geonosis, while Catalyst: A Rogue One Novel shows that it continues past the Clone Wars.
  7. 7.0 7.1 7.2 7.3 StarWars.com Encyclopedia Tion Medon in the Encyclopedia (content now obsolete; backup link)
  8. Star Wars: Galactic Atlas
  9. 9.0 9.1 Star Wars: On the Front Lines
  10. 10.0 10.1 Helmet Collection logo small.png Star Wars Helmet Collection 45 (Helmets: Clone Commander Odd Ball; Weapons & Uniforms: Odd Ball's Pilots in Action; Highlights of the Saga: The Battle of Teth)
  11. 11.0 11.1 StarWars-DatabankII.png General Grievous in the Databank (backup link)
  12. Helmet Collection logo small.png Star Wars Helmet Collection 41 (Databank: Odd Ball)
  13. Star Wars Journeys: Beginnings
  14. StarWars-DatabankII.png General Grievous' TSMEU-6 Wheel Bike in the Databank (backup link)
  15. 16.0 16.1 TCW mini logo.jpg Star Wars: The Clone Wars – "The Phantom Apprentice"
  16. StarWars-DatabankII.png Clone Commander Cody in the Databank (backup link)
  17. TCW mini logo.jpg Star Wars: The Clone Wars – "Orders"
  18. Hibberd, James: George Lucas cut the best Star Wars lightsaber fight out of the prequels (2019-12-11). ew.com. Entertainment Weekly. Archived from the original.

Clone Wars
(22 BBY19 BBY)
Galactic timeline

Previous: Separatist Crisis

Concurrent: Nikardun conquests · Kilji conquests · Balith civil war · War on Quarzite · Mandalorian civil war · Campaign against the Shadow Collective

Next: Early rebellion against the Galactic Empire · Great Jedi Purge · Ryloth Insurgency

Battles of the Clone Wars
22 BBY Geonosis (I) · Geonosis (II) · Antar 4 · Hebekrr Minor · Rocky planet · Republic transport · Hissrich · Langston · Bracca (I) · Cato Neimoidia (I) · Muunilinst · Quarmendy · Krystar · Separatist weapons depot · Caliban · Hisseen · Christophsis (I) · Teth · Jabba's Palace · Ziro's Palace · Ryloth · Rugosa · Malevolence Campaign (Phu system · Abregado · Ryndellia system · Kaliida Nebula (I) · Kaliida Nebula (II)) · Corvair · Kudo III · Mimban · Rishi Moon · Skytop Station campaign (Falleen · Bothawui · Outer corridor · Skytop Station) · Rodia
21 BBY Tranquility · Vassek 3 · Vanqor (I) · Florrum (I) · Quell · Maridun · Orto Plutonia · Naboo (I) · Felucia (I) · Devaron (I) · Felucia Medical Station HCTFF2 · Malastare · Cato Neimoidia (II) · Murkhana · Dorin · Geonosis (III) · Geonosis (IV) · Dantooine · Merj · Vallt · Grange · Saleucami system · Saleucami (I) · Republic cruiser · Coronet · Coruscant (I) · Kamino · Pantora
20 BBY Sullust · Devaron (II) · Toydaria · Capture of Even Piell · Lola Sayu · Felucia (II) · Mon Cala · Naboo (II) · Qiilura system · Patitite Pattuna · Rescue of Adi Gallia · Umbara · Kiros · Kadavo · Theed · Onderon (I) · Obi-Wan Kenobi's fleet · Florrum (II) · Unidentified planet · Aut-O's flagship
19 BBY
(Outer Rim Sieges)
Cato Neimoidia (IV) · Ringo Vinda · Batuu · Mokivj · Scipio · Utapau (I) · Mahranee · Raxus Secundus · Haruun Kal · Vizsla Keep 09 · Rescue of Quinlan Vos · Separatist storage base · Vanqor (II) · Christophsis (II) · Jedi Temple · D'Astan campaign (Serenno) · Anaxes · Skako Minor · Kardoa · Metalorn · Boz Pity · Mygeeto (I) (Mygeeto (II) · Mygeeto (III)) · Lokori · Geonosis (V) · Sentinel Flare · Space · Onderon (II) · Yerbana · Separatist dreadnought · Coruscant (III) · Unidentified sector · Cato Neimoidia (V) · Kashyyyk · Bracca (II) · Utapau (II) · Felucia (III) · Castell · Saleucami (II) · Slag's Pit · Kaller · Mustafar
Other Aargonar · Abafar · Agamar · Alamass · Arkax Station · Aurora · Bray · Carida · Clabron · Confederate people · Coruscant (II) · Crombach Nebula · Cularin · Escander · Halcyon · Horain · Khorm · Kromus · Ledeve Jedi Temple · Mrinzebon · Nal Kapok · Oktaro · Quellor sector · Quermia · Ridlay · Ruusan system · Retta · Secret Research Facility · Sedratis · Skako · Stellar Rise · Unidentified planet
Related topics and articles
Galactic Republic · Jedi Order · Sith · Confederacy of Independent Systems

Galactic Empire · Alderaan · Confederate–Republic peace initiative
Sundari (II) · Carida · Toydaria