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"Good soldiers follow orders."
―Tup, moments before executing General Tiplar — (audio) Listen (file info)[6]

CT-5385, nicknamed "Tup," was a clone trooper who served in the 501st Legion of the Grand Army of the Republic during the Clone Wars. Tup was considered a rookie when he began his service under Clone Captain CT-7567 "Rex" at the Battle of Umbara. He grew close with fellow soldier ARC trooper CT-5555 "Fives" during the campaign. When the clones were eventually betrayed by their temporary commander Jedi General Pong Krell, Tup was instrumental in the capture of the rogue Jedi.

Tup continued his service in the 501st at the Battle of Ringo Vinda. However, during the campaign, his behavioral modification biochip malfunctioned, resulting in him executing Clone Protocol 66 prematurely and killing Jedi General Tiplar. He was taken into custody and shipped back to the clone homeworld Kamino. However, the transport bringing him back was captured by the Separatists. Tup was eventually freed by Jedi General Anakin Skywalker, Rex, and Fives, who saw that he was brought to Kamino.

At Tipoca City, Tup was believed to be suffering from a virus he contracted at Ringo Vinda. When tests revealed this was not the case, Jedi Master Shaak Ti believed Tup to be the target of a Separatist brainwashing plot. However, the Kaminoans Lama Su and Nala Se discovered the real cause of the malfunctioning inhibitor chip. Vowing to cover up the scheme set in motion by Darth Tyranus at the war's beginning, they attempted to terminate Tup. However, Tup's friend Fives, with the help of the medical droid AZI-3, discovered the true cause of Tup's behavior.

As the inhibitor chip was removed, Tup began to act like his old self, but it was too late to save him. An ailing Tup reassured Fives that there no more missions for him, saying the nightmare is finally over, dying with his friend at his side. Fives continued to investigate and learned the truth of the massive conspiracy, but would die shortly later.


Early life[]

Like all Republic clone troopers, Tup was born at the cloning facilities on Kamino, where he spent the first years of his life rigorously training for deployment against the Separatist Droid Army.[1] Once his training was complete, he was assigned to the 501st Legion.[4]

Battle of Umbara[]

Opening skirmishes[]

"You hanging in there, Tup?"
"So far, so good, Captain."
―Rex and Tup, during the landing[4]

In 20 BBY,[7] Tup was part of the 501st Legion of the Grand Army of the Republic. During this time, the planet Umbara was seceding from the Republic to join the Confederacy of Independent Systems, and the Republic launched a massive invasion to prevent the technologically advanced weapons of the Umbarans from falling into enemy hands. Tup served under Jedi General Anakin Skywalker and Clone Captain CT-7567 "Rex" as the 501st participated in the opening of the massive battle with the goal of helping to capture the Umbaran capital city.[4]

When the 501st landed in their gunships, they were met with heavy resistance from the native Umbaran Militia. The area was secured after a tough fight thanks to the assistance of Republic Y-wing bombers.[4]

Tup conferring with Dogma and Jesse as they advance per Krell's orders

Before the 501st could move out and try to take the capital, General Skywalker was called back to Coruscant at the request of Supreme Chancellor Palpatine and replaced by Jedi General Pong Krell. Krell immediately showed himself to be significantly less compassionate than Skywalker, forcing Tup and the other clones to march without rest for over twelve hours, as well as ordering them into battle following reckless plans that proved very costly to the troops.[8] Later, the 501st captured an Umbaran airbase thanks to the efforts of Captain Rex, ARC trooper CT-5555 "Fives," and "Hardcase," and in spite of Krell's orders, which themselves resulted in numerous clone casualties. Krell's plans and orders were sowing dissent among the troops, including in Tup, who was angered by the General's careless tactics and lack of compassion for the clones.[9]

Mutiny against Krell[]

"Hey, ugly! Come and get me!"
―Tup, attempting to lure Krell into a trap[10]

Fives later recruited troopers CT-5597 "Jesse" and Hardcase in a plan to use commandeered Umbaran fighters to destroy the orbiting Separatist supply ship, in spite of Krell's orders. Tup was not optimistic about the chances of the proposed mission, saying that anyone who tried to fly the ships would be shot down. As they continued to discuss their plan, Jesse alerted them that Dogma had entered the barracks, and when he asked what was going on, Tup responded with "nothing."[11]

While the unauthorized operation was going on, Tup was sleeping in the barracks, but was awoken by his friend "Dogma," who had noticed the absence of Fives, Jesse, and Hardcase. Dogma realized what had happened and confronted Tup, who initially pleaded with Dogma to not report the three rogue clones. However, he was persuaded to accompany Dogma in reporting the incident to General Krell, pointing out that they would be complicit in the renegade troopers' insubordination and court-martialed if they did not do so. However, Tup and Dogma were waylaid by Rex near the entrance to the control tower, as he suspected what they, particularly Dogma, were planning on doing. After being told that they were going to speak to Krell about a "personal matter," Rex suggested that they tell him and then he could tell the general. This dissuaded Dogma from attempting to continue, just as Rex had suspected might happen, a development that Tup was privately relieved about. Dogma and Tup then returned to the barracks, though Tup soon returned to Rex alone.[11]

Meanwhile, Fives' strategy succeeded thanks to Hardcase's sacrifice; the explosion of the frigate was seen by Rex and Tup on the ground. Jesse and Fives escaped the doomed cargo vessel, but were threatened with a court-martial by Krell after their return to base.[11]

Fives' and Jesse's dissenting firing squad

Krell then decided that Jesse and Fives should be executed, and Tup was one of the six clones that made up the firing squad assigned to execute them. However, they all purposefully missed after hearing a speech by Fives, knowing that the execution was wrong, though Dogma was still intent on following Krell's orders in the idea of being a good soldier. The execution was put on hold when Krell ordered the 501st Legion out to intercept the approaching enemy, who were supposedly disguised as clones. In fact, the "enemy" was a platoon of clones from the 212th Attack Battalion, which had received the same orders as the 501st. The clones walked into a trap set up by Krell, wishing to pit them against each other. As the clone troopers neared the coordinates given to them by Krell, Dogma almost tripped on a "vine," but Tup warned him that this was the tentacle of a vixus, which he had seen attack Hardcase earlier, and threw a rock at it to demonstrate the animal's perilous nature. The vixus awoke and thrashed its tentacles around for prey. The battle then began very abruptly, and numerous casualties were incurred on both sides before Rex realized that the "Umbarans" were actually troops from the 212th, and got the two units to cease fire.[10]

Tup and the other clones realize they were firing on their brothers

Tup and the rest of the clones mourned the passing of their fellow brethren, confused and horrified at what had transpired. Meanwhile, Rex, questioning the dying clone trooper "Waxer," the leader of the other platoon, learned that Krell had ordered them to stop the disguised enemy at these coordinates. Realizing what had transpired, Rex gathered the survivors together and announced they were going to arrest Krell for treason against the Republic, though Dogma slipped away. Entering the tower, the clones surrounded Krell, who replied with taunting remarks and forced Tup and the other clones across the room by using the Force before killing several of the clones in the room and escaping out the window into the forest below.[10]

When Tup and the surviving clones chased Krell, Dogma stopped them, believing them traitors, pointing his blaster first at Rex and then Tup, who persuaded him to lower his weapon. Dogma relented and was immediately apprehended by two clones who took him to the brig on Rex's orders. The clones entered the forest and were once again attacked by the rogue Jedi.[10]

Tup, who survived Krell's attempt to kill him, was thrown near a vixus. He came up with an idea and had Rex order the remaining clones to lure Krell towards him and the vixus. As Krell chased the clones, Tup fired at him and taunted him verbally. This led Krell to run towards Tup and be seized by the vixus' tentacles. Immediately after Krell broke free of the creature's grasp, Tup killed the vixus and stunned Krell, who was then taken back to the brig. Krell later revealed his plans to betray the Republic and join the Sith, as well as his belief that he would be rescued by the Umbarans and that he would get away with it because he thought the clones were inherently inferior. He also voiced his amusement at ordering clones to their deaths.[10]

Tup, Jesse, and Fives were present when CC-1119 "Appo" reported to Rex that the transmitter had been sabotaged and that the remaining Umbaran forces, driven from the capitol by Obi-Wan Kenobi's forces, were heading towards the airbase. Tup was among those who suggested that Krell was too dangerous to be left alive given the danger of the Umbarans freeing him if they retook the airbase. Rex agreed, and Krell was ultimately executed, although it was done by a confused and betrayed Dogma, who had grabbed one of Fives' pistols when Rex hesitated.[10]

Not long after, the Battle of Umbara met with Republic victory, though the surviving clones, including Tup, were left to ponder and mourn the events of the long and bloody campaign.[10]

Biochip conspiracy[]

Battle of Ringo Vinda[]

The execution of Tiplar by Tup on Ringo Vinda set the clone as a person of significant interest by both sides.

Later in the war, Tup fought in the campaign on Ringo Vinda[6] in 19 BBY,[2] in which Republic forces attacked a space station encircling the planet.[6] At one point, he went missing, with his disappearance reported by General Skywalker, though he reappeared five rotations later.[3] Afterwards, Tup and Fives were among several troopers of the 501st assigned by Skywalker to back up General Tiplar during a three-pronged assault on Separatist Admiral Trench's command center, with Skywalker and Tiplar's twin sister, Tiplee, leading the other assault forces. However, as the group was preparing to move out, Tup began to feel and act strange, feeling animosity towards Tiplar when he looked at her. Fives noticed he was acting slightly off and asked him if he was okay, and Tup, snapped out of his strange mood, dismissed it as a minor headache, ready to fight. Fives offered his encouragement to Tup as the battle commenced.[6]

Tup undergoing examination on Ringo Vinda

As the attack progressed, Tup's feelings of unease worsened and eventually culminated in him entering a trance-like state and executing Tiplar. This was caused by a malfunction of Tup's decayed behavioral modification biochip, resulting in his involuntary and premature execution of Clone Protocol 66. The execution of Tiplar caused the Republic attack to lose its momentum, forcing Skywalker to order a retreat. As the retreat progressed, Fives took Tup into custody and was ordered to return him to base for questioning. Once back at a Republic command post, Tup initially seemed unaware of what had happened. However, as he was being questioned by Rex, Tup launched himself at Tiplee, though this attack failed, as she used the Force to hold him against a wall. Tup was further examined by clone medic CT-6116 "Kix," and it was determined he had suffered some sort of breakdown, though clones had been designed to withstand any kind of stress. It was speculated that it may have been some sort of virus, and Kix suggested taking Tup to Kamino, where additional scans could be completed.[6]

Tup was sedated and placed on a shuttle for transport to Kamino. However, his actions on the battlefield had been reported to Count Dooku by Trench, and the Sith Lord, recognizing the signs of a premature control chip activation in the Harch's description, ordered that Tup be abducted for study on the orders of his master, Darth Sidious. A Separatist force attacked the shuttle and its escorting starfighters, destroying the fighters and killing everyone aboard the shuttle except Tup, who was placed in a stasis pod. After the discovery of the attack, Skywalker, Rex, and Fives investigated the wreckage of the shuttle. Deducing when the Separatists were planning on transporting Tup from the Ringo Vinda space station, the three grappled onto the Separatist shuttle, commanded by the super tactical droid Kraken, and rescued Tup. The Republic's second attempt to send Tup to Kamino, in which he was accompanied by Rex and, upon his insistence, Fives, was successful.[6]

Death on Kamino[]

"The mission… Free. The mission."
"Brother, what mission?"
"You… you know the one. The—the mission, the one in our dreams… that never ends. The one in our dreams... Oh, brother. This is the end. Forget the mission. Oh, the nightmare. I'm… free."
"No.. no.. I thought I saved him."
―Tup's last moments with Fives[3]

On Kamino, the Kaminoans withheld the truth about the inhibitor chip's true nature on the orders of Darth Tyranus—the name under which they knew Dooku—and claimed that Tup had been exposed to a virus. The Jedi Council speculated that a Separatist plot may have been responsible, something that Tup's earlier disappearance on Ringo Vinda was taken as evidence for. While Rex was sent back to the front lines, Fives chose to remain with his friend. Believing that something more was going on, Fives performed a brain scan of Tup with the help of medical droid AZI-3, discovering what they believed to be a brain tumor. Fives had AZI-3 remove the "tumor," in reality Tup's decayed inhibitor chip, after which Tup awoke from sedation.[3]

Following the chip's removal, Tup appeared calm and at peace. He told Fives that the never-ending mission from their nightmares was finally over before dying.[3]


Fives would go on to discover the truth about the inhibitor chips and Order 66, but would be killed before he could fully share the secret with anyone, though he was able to contact Kix, Rex, and Skywalker before his death at the hands of Clone Commander Fox in an act of perceived self-defense. His last words were that the mission and nightmares were finally over,[12] similar to what Tup said when he died.[3] Rex and Skywalker, along with a detachment of the Coruscant Guard, bore witness to Fives' last words.[12] Having lost two of his best soldiers under mysterious circumstances, Skywalker was greatly affected by the deaths of Fives and Tup, with both deaths hurting his already strained emotional health.[13]

When Order 66 was executed, the now-Commander Rex told former Jedi Padawan Ahsoka Tano to "find Fives" before he was forced to open fire on her, leading her to find secure files on the deceased clone with the help of astromech droid R7-A7, one of which was a profile on Tup.[14] Thanks to the information Tano uncovered, she was able to remove Rex's control chip and eventually escape with him.[15] With the execution of Order 66 not long after Tup's death, both the Jedi Order and the Republic met their end, the Galactic Empire was born, and all clone troopers were converted into stormtroopers before eventually being retired entirely.[16] At some point, the clones Commander Wolffe and clone commando Gregor also removed their chips and joined up with Rex.[17] Prior to the execution of Order 66, Kix went on to conduct his own investigation, but, like Fives, was also silenced before he could share his findings. He was abducted and cryo-frozen in stasis by Separatist forces on board a ship which crashed on Ponemah Terminal, where he would eventually be revived roughly fifty years later by pirates. Kix was the last person in the galaxy to carry on Tup's memory.[18]

Personality and traits[]

"CT-5385's condition seems to be deteriorating."
"Tup. His name is Tup."
"Tup? What is a Tup?"
"Tup is my friend. He's not a number."
―AZI-3 and Fives[3]

Tup with a standard DC-15 blaster and Phase II armor

Tup, as a relatively new clone trooper, quickly formed a camaraderie with Jesse, Rex, Dogma, Fives, and Hardcase.[4] He adopted some of their personality traits while keeping his own cautious nature, though when he was in battle he became more tense and nervous. Throughout the Battle of Umbara, he was torn between his loyalty to their temporary Jedi General Pong Krell and the leadership of Captain Rex, though he ultimately chose his clone brothers and helped expose General Krell for treason.[10]

Tup was close with many of his fellow clones, particularly Dogma, Rex, and Fives.[4] He followed the veteran soldiers' example at times, complying with Dogma to attempt to report Fives, Jesse, and Hardcase for going against Krell's orders.[11] Following the presumed death of Fives' old squadmate and fellow ARC trooper Echo,[19] Fives and Tup became best friends, and Fives showed great devotion to Tup.[6]

Despite the fact that he was a rookie, Tup was shown to be quite clever, and managed to lure Jedi traitor Pong Krell into being captured by a vixus. He was also able to stun the traitorous Jedi Master. Tup was evidently a skilled negotiator, able to convince Dogma to surrender when he accused him and his allies of being traitors.[10]

However, during the Battle of Ringo Vinda, his personality and free will were subverted when he entered a trance which eventually led to him shooting and killing General Tiplar due to his decayed inhibitor chip. He continued to not act like himself as he was brought to Kamino, but regained his composure after the chip was removed and as he talked to Fives right before his death.[6]

Tup personalized his hair by wearing it in a topknot.[4]


During the Battle of Umbara, Tup was equipped with the Phase II battle armor,[4] which was the standard uniform for clones in the Grand Army of the Republic.[20] As a soldier of the 501st Legion, Tup's armor sported the unit's blue markings. Tup personalized his armor by painting a blue tear, which was identical to, and in the same positioning as, his tattoo, under his right eye on his helmet and one on each shoulder plate. Tup used a DC-15A blaster carbine throughout the war, as well as a mortar during the Battle of Umbara.[4]

Behind the scenes[]

Tup first appeared in the Star Wars: The Clone Wars episode "Darkness on Umbara." He was voiced by actor Dee Bradley Baker, who voiced all of the clone troopers in the TV series.[4] Tup was featured in a promotional video on StarWars.com, in which it was announced that The Clone Wars was ending.[21]


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Notes and references[]

  1. 1.0 1.1 1.2 StarWars-DatabankII.png Clone Trooper Tup in the Databank (backup link)
  2. 2.0 2.1 Star Wars: Galactic Atlas dates the events of "The Wrong Jedi" and "A Death on Utapau to 19 BBY. As the Star Wars: The Clone Wars episode "Conspiracy" takes place between the two episodes according to StarWars.com Star Wars: The Clone Wars Chronological Episode Order on StarWars.com (backup link), CT-5385's death must take place in that year.
  3. 3.0 3.1 3.2 3.3 3.4 3.5 3.6 TCW mini logo.jpg Star Wars: The Clone Wars – "Conspiracy"
  4. 4.00 4.01 4.02 4.03 4.04 4.05 4.06 4.07 4.08 4.09 4.10 4.11 4.12 4.13 4.14 4.15 TCW mini logo.jpg Star Wars: The Clone Wars – "Darkness on Umbara"
  5. Star Wars: The Clone Wars: Character Encyclopedia - Join the Battle!
  6. 6.0 6.1 6.2 6.3 6.4 6.5 6.6 6.7 TCW mini logo.jpg Star Wars: The Clone Wars – "The Unknown"
  7. Star Wars: Galactic Atlas places the Battle of Mon Cala and the skirmish in Theed to 20 BBY. As the episode this event takes place within takes place between the events of the episodes the other events are attached to according to StarWars.com Star Wars: The Clone Wars Chronological Episode Order on StarWars.com (backup link), this event must also take place 20 BBY.
  8. TCW mini logo.jpg Star Wars: The Clone Wars – "Darkness on Umbara"
  9. TCW mini logo.jpg Star Wars: The Clone Wars – "The General"
  10. 10.0 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 TCW mini logo.jpg Star Wars: The Clone Wars – "Carnage of Krell"
  11. 11.0 11.1 11.2 11.3 TCW mini logo.jpg Star Wars: The Clone Wars – "Plan of Dissent"
  12. 12.0 12.1 TCW mini logo.jpg Star Wars: The Clone Wars – "Orders"
  13. The Official Star Wars Fact File Part 112 (KEN47–52, Obi-Wan Kenobi)
  14. TCW mini logo.jpg Star Wars: The Clone Wars – "Shattered"
  15. TCW mini logo.jpg Star Wars: The Clone Wars – "Victory and Death"
  16. Star Wars: Episode III Revenge of the Sith
  17. Rebels-mini-logo.png Star Wars Rebels – "The Lost Commanders"
  18. The Crimson Corsair and the Lost Treasure of Count Dooku
  19. TCW mini logo.jpg Star Wars: The Clone Wars – "Counterattack"
  20. Star Wars Character Encyclopedia
  21. StarWars.com A New Direction for Lucasfilm Animation on StarWars.com (backup link)