The episode begins with Ezra Bridger having spent weeks training in the Imperial Academy on Lothal, where he was sent in order to steal an Imperial decoder that contains the location of a powerful kyber crystal that the rebels hope to destroy. He successfully steals the decoder and the rebels destroy the crystal, but Bridger briefly stays in the Academy, having learned that the Grand Inquisitor wants to capture his friend and fellow cadet, Jai Kell. With the help of cadet Zare Leonis, Bridger and Kell escape the Academy, but Leonis remains behind in order to uncover clues about the disappearance of his sister, Dhara—who he suspects was kidnapped by the Inquisitor.
The episode opens with a holographic transmission from Ezra Bridger informing his rebel comrades that he has passed the first test. He tells them to follow his lead before signing off. Ezra has infiltrated the Imperial Academy on Lothal, posing as an Imperial cadet named "Dev Morgan" in order to gain access to Agent Kallus' office—which contains an Imperial decoder with the location of a powerful kyber crystal. Knowing that the Empire could use the crystal for sinister means, Kanan Jarrus sent Bridger into the Academy on this mission, where he has been for weeks. While inside, Bridger passes messages through Chopper to Sabine Wren and Garazeb Orrelios, who stake themselves on the outskirts of the academy.
Ezra's transmission is followed by a wide panoramic shot of Lothal's Capital City and the Imperial headquarters. The Imperial Taskmaster Myles Grint marches Ezra's squad LRC077 into the assessment hall, which contains an advanced training facility known as the Well. Before the training assessment begins, Commandant Cumberlayne Aresko gives a brief speech telling the cadets that they had entered the Academy as children and will leave in the next few weeks as stormtroopers. After Aresko's speech, Ezra along with two other cadets named Zare Leonis and Jai Kell remove their helmets.
As part of the training assessment, the Well quickly transforms into a deep pit carrying the cadets with it. Under Commandant Aresko's orders, the cadets are ordered to climb out of the Well, with the winners being given the honor of serving as aides at Imperial headquarters. He adds that the losers will be forced to serve Taskmaster Grint. During the exercise, the cadets have to use floating repulsorlift platforms to climb out of the Well. To increase the tension, Commandant Aresko electrified several of the platforms; causing Cadet Giles to fall to the ground. Despite some opposition from a hostile cadet named Nazhros Oleg, Ezra along with Jai and Leonis managed to win the competition. After noting Ezra's unusual performance, Commandant Aresko praises the three cadets but warns that the next trial will be more difficult. In the background, a flustered Oleg slams his fist in anger.
As Aresko leads the three cadets to their new assignments, they walk pass a black astromech droid which turns out to be a disguised Chopper. Ezra managed to signal the droid with his fingers but this was spotted by Leonis, who sensed that something was suspicious about Dev. Later that night, Chopper meets Sabine and Zeb in the Imperial Academy's garage. Sabine then tells the Ghost that Ezra has passed his test and infiltrated Imperial headquarters. Meanwhile in space, Hera Syndulla and Kanan Jarrus received Sabine's message and discuss their mission. Kanan is worried about Ezra's safety and stressed that the other rebels should be ready to evacuate Ezra as soon as he had taken the decoder. When Kanan wishes that he had infiltrated the Academy instead, Hera jokes that he would have "made quite a cadet."
An unlikely ally
Back at the Imperial Academy, Ezra walks to Agent Kallus' office with two new datapads. As the ISB agent exits, Ezra reported that he had Kallus' new datapad and offered to leave it on his table. However, the ISB agent insisted on taking it with him. In Kallus' absence, Ezra enters his office and takes the decoder from Kallus' network terminal. Before he could leave the room with the stolen decoder, Ezra was stopped by Leonis. Instead of reporting him, Leonis instead warns Ezra against exiting Kallus' office with the decoder as it would set off the sensor and send the whole academy into lockdown. The two cadets then discreetly walk out into a corridor
Elsewhere in the Academy, Sabine reports to the Ghost that the "kid" did not come out with the decoder. Hera tells Sabine to give Ezra one more day. Back on the Ghost, Kanan questions the importance of the decoder; leading Hera to respond that it is essential to stopping the kyber crystal shipment.
After the encounter in Kallus' office, the two cadets talk in an empty corridor. Ezra tells Zare that his friends need the decoder to stop an Imperial shipment. When Ezra asks how Zare knew about the sensors, Leonis tells him that his sister Dhara Leonis, who had been the star cadet at the academy, told him about it. He also tells her about his disappearance. While the Empire claimed that Dhara had run away, Leonis did not believe their story. Having gained each others' trust, the two rogue cadets made an agreement to finish in the top three places tomorrow in order to get back inside Imperial headquarters. While exchanging names, Ezra maintains his pseudonym Dev Morgan.
The following day, Ezra and the other cadets have to climb out from the Well again. However, this time, the Cadets had to use their E-11 blaster rifles to shoot targets in order to activate the panels containing the repulsorlift platforms. During the assessment, Oleg, who had taken Taskmaster Grint's lesson to heart, shoots the other cadets. As Ezra along with Zare and Jai make it to the top, Ezra is forced to turn on Jai in order to fulfill their mission. He shoves Jai in the back, causing him to fall to a platform below. Commandant Aresko takes the opportunity to use Ezra's actions as a lesson that victory has to be achieved at all costs. When Jai expressed anger at Ezra's betrayal, he merely replied that "I did what I had to do" before walking away.
An unexpected problem
Later at Imperial headquarters, Ezra and Zare wait for Minister Maketh Tua to exit her office before they put their plan into action. While Zare distracted Agent Kallus with a faux order for podracer parts, Ezra took the opportunity to climb into the crawlspace between Tua and Kallus' offices. With Kallus' back turned towards him, Ezra used the Force to levitate the decoder into his palm. While making his way back to Tua's office, Ezra chances upon a conversation between Commandant Aresko and the Grand Inquisitor. Aresko had identified him and Jai Kell as cadets meeting his "special criteria." The Inquisitor informed Aresko that he would be coming the following day to test them himself. If the tests proved conclusive, he would take them into his custody.
Ezra passes the decoder to Chopper, who then passes it to Sabine and Zeb. Using Chopper's holoprojector, Ezra tells his fellow rebels about Jai's predicament and the Grand Inquisitor. When Zeb expresses his concerns about taking on the Inquisitor, Ezra thanks Zeb and Sabine for teaching him to stick out for others. Before ended his communication, Ezra tells them that the decoder contains the deep space coordinates of the Imperial convoy and also requests that they attack the Academy at noon the following day. Above Lothal, Hera and Kanan used the decoder's coordinates to reach the convoy. While Kanan is upset about Ezra's delayed departure, Hera tells him to focus on the mission so that they can return to Lothal quickly.
Back on Lothal, Ezra quietly wakes Jai from his bunk and tells him to follow and trust him. He and Leonis then take Jai to a nearby storeroom where they tell him about the Inquisitor. Due to Ezras earlier betrayal, Jai is initially reluctant to believe them and thinks it is a plot to get him kicked out of the Academy. When Jai suggests that the Inquisitor might help him to rise in the Empire's hierarchy, Leonis relates the story of his sister's disappearance. Convinced by Zare's story, Jai reluctantly agrees to take part in their escape plan which involves them winning tomorrow's challenge.
Meanwhile, in deep space, the Ghost exited hyperspace in front of the Imperial convoy carrying the kyber crystal. The convoy consists of three Imperial Gozanti-class cruisers, which are protected by several escort TIE fighters. Using the Force, Kanan senses that the kyber crystal resides in the middle cruiser. Kanan detaches the Phantom from the Ghost and uses it to lure the TIE fighters away from the convoy. With the convoy unprotected, Hera takes the opportunity to attack the cruisers.
Back at the Imperial Academy, Ezra and Zare's plan encounters another unexpected problem when he fails to make it to the top three. While Zare and Jai win the race, they are accompanied by the obstinate Oleg. As a reward, the three cadets are allowed to ride with an Imperial combat driver in one of the Academy's AT-DP walkers. When Jai expresses dismay, Ezra tells him to stick to the plan while he figures out a way to get on board the walker. Meanwhile, Chopper plants a bomb on the leg of another AT-DP walker.
Leonis, Jai, and Oleg inspect the AT-DP walker's controls under the supervision of the driver. Outside, the bomb on the other AT-DP walker explodes; causing the walker to fall to the ground. The explosion is heard by Jai and Zare who take it as their signal to put their escape plan into motion. Jai uses a stolen blaster to stun the driver and Oleg. Leonis climbs into the walker's chair and heads towards the exit. However, Commandant Aresko and Taskmaster Grint quickly realize that Leonis and Jai's walker has been hijacked and order that the Academy's blast doors be closed.
Meanwhile in deep space, the captain of the middling Gozanti cruiser orders his ship to jump into hyperspace while the other ships cover their escape. However, Hera manages to use the Ghost's laser cannons to inflict several well-aimed blows on the cruiser's engines; triggering a massive explosion that destroys all of the surrounding Imperial ships. As a green explosion consumes the cruisers and TIE fighters, Kanan manages to dock the Phantom with the Ghost. Hera and Kanan then jump into hyperspace and return to Lothal.
Back at the Academy, Leonis and Jai use their hijacked walker to cripple a third AT-DP walker; causing it to block the closing blast doors. However, their walker comes under attack from an Imperial Troop Transport. Using his Force powers, Ezra climbs aboard the hijacked AT-DP walker; leading Commandant Aresko to think that Dev is trying to stop the hijackers. Before Ezra can enter the walker, it is hit by the Troop Transport, causing it to topple face-first to the ground.
The walker's head lands outside the blast doors, which are blocked by the third crippled walker. Several stormtroopers approached the hijacked walker but are shot down by Sabine. Together with Sabine, Zeb, Chopper, Ezra, and Jai flee on a landspeeder. However, Leonis elects to stay behind in order to find his sister. To maintain his cover, Zare pretends to shoot the fleeing rebels and "traitors" in the presence of the approaching Aresko, Grint, and several stormtroopers.
Once Bridger and Kell return to the Ghost, the rebels agree to help Kell and his mother hide from the Empire. While alone, Kanan and Ezra take the opportunity to talk in private. When Kanan asks his apprentice how the mission fared, Ezra tells his master that he forgot what it was like being alone. Despite disliking Chopper's grumpiness and Zeb's odor, he admits that he missed the Ghost during his time at the Imperial Academy. When Kanan jokingly says "at ease cadet," Ezra responds with a mock "Sir, Yes Sir." Back at the Academy, the Inquisitor learns about the escape, reveals he knew Bridger from the rebels' previous encounter with him, and tells Leonis that he wants to know everything Leonis knows about the rebels.
Part 3: Infiltration of Jason Fry's junior novel Servants of the Empire: Rebel in the Ranks, which is told from the point of view of the Imperial cadet and rebel sympathizer Zare Leonis, was adapted largely from the events of this episode.
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