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"In our bones, we knew the war was almost over. The galaxy held its breath, waiting to see which side would make the final, daring move. As fortune would have it, the Republic moved first. After the Chancellor informed the Jedi Council that General Grievous and the Sep leaders were hiding on Utapau, General Kenobi gathered an army large enough to capture three star systems. When the orders reached the 501st, our morale soared. For better or worse, this would be the beginning of the end."
―Entry from the 501st Journal[15]

The Battle of Utapau was one of the final battles of the Clone Wars between the Galactic Republic and Confederacy of Independent Systems, and was one of the last battles of the Outer Rim Sieges. It would prove pivotal due to the death of General Grievous at the hands of Obi-Wan Kenobi.

Following the rise of the Galactic Empire, fighting on Utapau would continue until the deactivation of the Separatist Droid Army.


"There's no war here, unless you brought it with you."
―Tion Medon[1]
Utapau Surrenders

Utapau surrenders to the Confederacy of Independent Systems.

After three years of fighting, the Galactic Republic began to gain an advantage over the Confederacy of Independent Systems, many of whose leaders were dead, with the most recent being founding Head of State Count Dooku. Republic Clone Intelligence soon managed to discover the location of General Grievous, who succeeded Dooku as Head of State.[1]

Jedi General Obi-Wan Kenobi organized a fleet of Venator-class Star Destroyers carrying an army of clones large enough to capture three star systems, led by clone Commander Cody.[1] Some members of the famed 501st Legion were among the clones in Kenobi's force, tasked to set up perimeter defenses around Hangar 10.[15]

Making contact[]

"Tell your people to seek shelter, and if you have warriors, now is the time."
―Obi-Wan Kenobi, to Tion Medon[1]

Obi-Wan Kenobi is greeted by Tion Medon.

Kenobi arrived on Utapau in his Eta-2 Actis-class interceptor under 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' MagnaGuards. Medon revealed that the city was being used as a hiding place by Grievous and his army of battle droids. Not only that, but the droid army was aware of his presence and had ordered Medon to tell Kenobi of their position here. Kenobi sent the droid R4-G9 fly back to the forces and inform the clones of the situation, but he stayed in Pau City to engage Grievous. Kenobi commandeered a varactyl beast named Boga as a mount, and rode in secret to the tenth level of Pau City, where Medon had told him the Separatists were hiding. Infiltrating Hangar 10 of the Lucrehulk core ship Unlimited Projection that served as the Separatists de-facto command center, he went to a platform overlooking the hangar where he witnessed a meeting of the Separatist Council.[3]

Engaging Grievous[]

"Back away! I will deal with this Jedi slime myself!"
Kenobi faces Grievous ROTS

Obi-Wan Kenobi faces General Grievous for the last time.

During the meeting with the Separatist leaders, Grievous informed them that he expected an attack by the Republic and was therefore moving them to the planet Mustafar.[1]

After the Separatist Council departed, Kenobi revealed himself. Dropping from the catwalk above the hangar, he was immediately surrounded by battle droids and 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 crush three of them, and casually decapitating the lone survivor.[1]

Grievous' troops prepared to open fire on Kenobi, but Grievous called them off. Wanting to challenge Kenobi himself,[1] despite the fact that he was still recuperating from the injury recently dealt by Mace Windu,[18] the cyborg split his arms along their lengths into four separate appendages, while also reminding Kenobi that he had been personally trained in the Jedi arts by the then-recently deceased former Separatist leader, Count Dooku,[1] with Kenobi likewise retorting that he himself trained the one who killed Dooku.[17] Drawing four lightsabers, he then spun them rapidly in a buzzsaw motion and advanced on Kenobi. However, Kenobi slowly retreating before the General before thrusting his lightsaber into the swirling energy blades, engaging Grievous in a spectacular, though brief, display of swordsmanship.[1]

Grievous unleashed a flurry of unpredictable attacks and blows, ramping up the attack until he was demonstrating over twenty blows per second. However, he remained unable to penetrate Kenobi's defense, so he ramped up his attacks even further. Kenobi, his defense finally beginning to get overloaded, altered the angle of one of his parries.[3] Instead of intercepting Grievous' blade, Kenobi's blade sliced the cyborg's left lower wrist.[1]

Staring in surprise at his smoking stump, Grievous lunged in another attack. After another brief bout of fencing, Kenobi struck again: another of Grievous' lightsabers, still clutched in his lower right metal hand, fell over the catwalk.[1]

At that moment, Cody and the clone army arrived. While Kenobi and Grievous battled, several dozen clones managed to infiltrate the Unlimited Projection and they quickly attacked the droid soldiers.[1]

The battle[]

Clone cavalry[]

"Army or not, you must realize you are doomed."
―Grievous, to Obi-Wan Kenobi[1]

The Battle of Utapau begins.

Commander Cody led the 212th Attack Battalion in the assault on the Separatist forces in Pau City, aided by native warriors who also wished to drive the Separatists away. Two battalions attacked full force, with the third in reserve to provide reinforcements and cover escape routes. Hailfire droids attempted to repel the clones quickly, but they were destroyed by the clone flagship, Vigilance.[1]

Troopers of the 501st captured several security posts in the Utapaun cities themselves, linking up with Kenobi in the Unlimited Projection's hangar. Once they took down two AA turrets, heavy LAAT/i firepower support wiped out droids in the hangar. They dealt a final blow by taking out a large CIS power complex, leaving the troops in Utapau in disarray.[15]

Grievous in retreat[]

"One more leap, Boga! Bring me even with him!"
―Obi-Wan Kenobi encourages Boga during his pursuit of Grievous.[3]

Grievous mounting his wheelbike.

When the Republic forces arrived, Grievous prepared to resume the duel, advancing on his opponent, as well as inferring that Kenobi was doomed whether he had an army or not. 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 was forced to flee. He crawled insect-like to his 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.[1]

Cody later informed the Jedi Council members about Kenobi's current pursuit and battle with Grievous. Mace Windu then had Anakin Skywalker deliver the news to Chancellor Palpatine to gauge a reaction regarding the latter party, although he and the other Council members secretly voiced their suspicions regarding Palpatine's intentions. Ki-Adi-Mundi mentioned the possibility that Palpatine would have to forcibly removed from office should he refuse to give up his emergency powers. Windu, however, acknowledged that it may be tricky especially when in order to pull that off, the Jedi Council would need to take control of the Senate to ensure a peaceful transition for the resulting new government and leadership for the Republic. Yoda acknowledged they must take grave care since their current plan's taking them to a dark place.[1]

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 wheelbike. 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' 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 off-balanced the wheelbike, causing it to flip as they arrived at Grievous' landing platform. While they were thrown off, the bike skidded off the platform and fell into the sink hole below.[1]

The death of Grievous[]

(audio) The Death of General Grievous (info · help)
Listen to Grievous's death cry


Grievous bursts into flames after being shot by his own blaster.

The two opponents recovered quickly, Kenobi brandishing the electrostaff 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 armorplast plates protecting Grievous' internal organs before being thrown to the ground. Kenobi counter-attacked by kicking Grievous's leg, but only injured himself against the hard durasteel.[1]

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' blaster to his hand. Blasting through the gaps in the general's armorplast chest plates at the exposed organs, he ignited the tissue. Grievous' internal organs combusted violently, painfully killing the Separatist general, although Obi-Wan personally felt disgusted that he was forced to use a blaster to do so, citing it as "so uncivilized."[1]

Grievous's death was later reported to the Jedi Council, with Mace 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 Anakin revealed Palpatine's stance as not just a Sith Lord, but also the one they had been looking for since the Battle of Naboo: Darth Sidious.[1]

Forward push[]

"Now, let's get a move on. We've got a battle to win here."
―Obi-Wan Kenobi[1]
Clone Troops Utapau

Cody's clone troopers in battle.

Despite the destruction of the Droid Control antennae aboard the Unlimited Projection, the droid army continued fighting. However, they were hammered into submission by the persistent fire of the LAAT gunships. Hangar 10 was secured by the 501st. Anti-aircraft turrets stationed in the hangar opened fire on the incoming LAAT reinforcements dropping off tanks in the hangar, but the 501st disabled the threat. From the hangar, they launched an attack on another Confederate outpost with TX-130S fighter tanks.[15]

The outpost was pelted by LAATs and hover tanks and was destroyed. The destruction of the CIS main ATX energy pillar assisted a rousing Republic victory.[15] Kenobi, astride Boga, rejoined the clones, having his lightsaber returned to him by Cody before charging up a cliff ledge towards the Separatist headquarters.[1]

Order 66[]

"Commander Cody, the time has come. Execute Order 66."
"Yes, my Lord."
―Darth Sidious and Commander Cody[1]

As Order 66 is executed, Obi-Wan Kenobi and Boga fall into the sinkhole.

It was then that Cody received a message from Darth Sidious, instructing him to execute Order 66. Cody ordered an AT-TE walker to fire its main cannon at Obi-Wan, who was ascending the cliff heading up to the Separatist headquarters.[1] Boga somehow sensed the danger and jumped in front of the shot, saving Kenobi,[3] who fell into the sinkhole below along with her.[1]

After a long period of fighting, Republic forces triumphed in Pau City, removing the CIS from it and beginning a brief occupation of the city as the clones began to depart, during which the Republic forces rounded up and arrested locals.[3]

Probe droids were deployed to the sinkhole floor to find Kenobi's body and ascertain whether he was dead or alive. However, Cody's probes were devoured by the local cave-monsters, which Kenobi had influenced into believing were actually delicacies.[3] Kenobi then used stealth to make his way up to Pau City and back to the platform where Grievous' starfighter still remained. He then fled Utapau.[1]


"With the death of General Grievous at the hands of General Kenobi, the Utapau raid had broken the back of the Separatists."
―501st clone trooper[15]

The Clone Wars ended soon afterwards, the Republic soon transformed into the Galactic Empire, and the Confederacy still maintained control over other sinkhole cities on Utapau—threatening control of the entire planet. The newly-established Imperial forces were sent to each sinkhole to bring the whole of Utapau under Imperial rule, and clones continued to fight the CIS,[3] even after the loss of the latter's leadership, the Separatist Council.[19] However, almost as soon it had begun, all fighting suddenly halted when the deactivation of the Separatist Droid Army finally bought an end to the Clone Wars.[3]

In some way, Grievous' words to Kenobi proved prophetic: the whole Jedi Order was indeed doomed, brought to near extinction by their own soldiers across the galaxy.[1]

Behind the scenes[]

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 right the choreography, George Lucas rewrote the scene by having Kenobi crushing the bodyguards with a piece of the ceiling as Lucas realized that the fight wasn't essential to the story aside that production was running short of time.[20]

In the PS2 and Xbox video game adaptations of Revenge of the Sith, the Utapau levels of the game totally disregard Boga. Also, Grievous is killed after being stabbed in the gut by Kenobi and roasted as his armor malfunctioned. During the Order 66 level, the clones fire at Kenobi from a LAAT rather then firing an AT-TE cannon at him, which would result in Kenobi retreating through the battlefield, killing many clones and walkers and disabling a Juggernaut.

Similarly, in the GBA and DS video game adaptations of the same, Obi-Wan initially intended to lay low and get a scope of the area, although a patrol blew his chance at doing so, forcing him to fight his way through a droid foundry, evading an IG-227 Hailfire-class droid tank, and eventually taking out an Armored Assault Tank, with Kenobi deducing from the amount of droids that Grievous was indeed at Utapau. Upon reaching the city, Kenobi then decided to target the most heavily fortified position in the city, suspecting that Grievous is most likely hiding in that location. After traversing through the heavily guarded city, Obi-Wan then called in Commander Cody to act as his backup, with Cody confirming that his forces are already entering orbit above Obi-Wan's position, and will be arriving within two minutes. Cody and his troops ultimately arrive to eliminate some IG-100 MagnaGuards that gave Obi-Wan trouble. Obi-Wan then fought Grievous within his hangar, the latter only using two lightsabers instead of four, before ultimately dealing enough damage to him that he released an explosive geyser from his eyes and chest. When Order 66 comes about, Kenobi orders for the clones to finish off the Separatist droids, but the clones at Cody's order shoot at Kenobi instead, forcing him on the defensive and to flee in a Nos Monster cave, eventually defeating two MagnaGuards that had advanced regeneration properties.

In LEGO Star Wars: The Video Game, the battle is almost completely omitted. The only scene depicted in the game from the battle was Obi-Wan's duel with Grievous. Obi-Wan lands on the planet and meets up with Cody; after a long duel, Cody runs up to Grievous in an attempt to shoot him. However, Grievous disarms and subsequently kills Cody. Kenobi is also disarmed. He lunges for Cody's blaster and narrowly dodges Grievous' blow. Kenobi shoots Grievous in the chest, killing him.


Non-canon appearances[]


Notes and references[]

  1. 1.00 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21 1.22 1.23 1.24 1.25 1.26 1.27 1.28 1.29 1.30 1.31 1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.40 1.41 1.42 1.43 1.44 1.45 1.46 1.47 1.48 1.49 1.50 1.51 1.52 1.53 1.54 1.55 1.56 1.57 1.58 1.59 1.60 1.61 1.62 1.63 1.64 1.65 1.66 1.67 1.68 1.69 1.70 1.71 1.72 1.73 1.74 1.75 Star Wars: Episode III Revenge of the Sith
  2. Star Wars: Republic Commando
  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 Star Wars: Episode III Revenge of the Sith novelization
  4. CWACite "Orders" — Star Wars: Clone Wars Adventures Volume 4
  5. The Last of the Jedi: Dark Warning
  6. The New Essential Guide to Droids
  7. 7.0 7.1 Star Wars: Republic: Into the Unknown
  8. CWACite "The Order of Outcasts" — Star Wars: Clone Wars Adventures Volume 5
  9. Dark Lord: The Rise of Darth Vader
  10. The Essential Guide to Warfare
  11. The Essential Atlas
  12. Databank title Medon, Tion in the Databank (content now obsolete; backup link)
  13. 13.0 13.1 Star Wars: Revenge of the Sith Incredible Cross-Sections
  14. The Complete Star Wars Encyclopedia, Vol. II, p. 301 ("Medon, Tion")
  15. 15.00 15.01 15.02 15.03 15.04 15.05 15.06 15.07 15.08 15.09 15.10 15.11 15.12 15.13 Star Wars: Battlefront II
  16. Databank title Utapau shadow troopers in the Databank (content now obsolete; backup link)
  17. 17.0 17.1 17.2 17.3 17.4 17.5 17.6 Star Wars Episode III: Revenge of the Sith video game
  18. CloneWarsLogoMini Star Wars: Clone Wars — "Chapter 25"
  19. The New Essential Chronology
  20. George Lucas cut the best Star Wars lightsaber fight out of the prequels by Hibberd, James on ew.com (December 11, 2019) (archived from the original)