"The rise of the Empire has made us all question ourselves. I was once tasked with protecting the Jedi Order…if only I had known Palpatine would plot to deceive us. I failed them."
―Falon Grey[2]

Falon Grey was a male Human Jedi who lived in the waning years of the Galactic Republic. A Padawan of Jedi Master Rahm Kota, Grey was badly injured on one occasion, prompting Kota to request aid from the Kaminoans. They healed Grey, but also took a sample of his DNA without his permission to do so. From the sample, the Kaminoans produced two clones, X1 and X2, though neither the clones nor Grey were aware of each other's existence. Eventually, Grey became a Jedi Knight, and when the Great Jedi Purge began, he hid among farmers in a village on Dantooine. He was eventually discovered by the Galactic Empire, and an invasion force led by X1 and X2, who were serving as Imperial stormtroopers, was sent to kill him and the villagers who sheltered him. X2, however, defected from the Empire and joined Grey, helping him to fight off the Imperials for some time.

As Grey and X2 attempted to evacuate the villagers off-planet, they were confronted by X1 and his men, who killed all the farmers and wounded X2. Easily incapacitating the other stormtroopers, Grey engaged X1 in battle; he defeated his clone but refused to kill him, hoping to guide him to the light. X1, however, remained loyal to the Empire and shot Grey with his blaster. Leaving Grey and X2 to die, X1 and his forces left the planet, but Grey managed to heal X2 before dying himself, and the latter survived. X2 went on to become a Jedi Master in the New Jedi Order, and he defeated X1, who had proclaimed himself a Sith Lord and sought to conquer the galaxy. X2 commemorated Grey's memory by naming his squadron in Grey's honor.


"Like you, I have no army, no cause. Perhaps together we can find redemption."
―Falon Grey, to X2[2]

Falon Grey was a Human male Padawan of Jedi Master Rahm Kota in the latest years of the Galactic Republic's reign. At some point prior to the Clone Wars, Grey was gravely injured, and Kota took him to the planet Kamino,[3] where the native Kaminoans were secretly producing a Clone Army for the Republic.[4] The Kaminoans healed Grey but took a sample of his DNA[3] without his consent.[5] They used Grey's DNA to secretly create the Force-sensitive clone trooper twins X1 and X2, who were raised unaware of their origins.[2] Grey eventually became a Jedi Knight and saw the rise of the Galactic Empire and the beginning of the Great Jedi Purge initiated by Emperor Palpatine in 19 BBY. Blaming himself for not foreseeing that Palpatine would turn on the Jedi, Grey went into hiding on the planet Dantooine, where he was given shelter by the local farmers.[3] At some point between 17 BBY and 15 BBY,[1] the Empire discovered him and launched an assault, hoping to kill both Grey and the farmers who harbored him. Unbeknownst to Grey, the attack was being led by X1 and X2, who had become stormtroopers in the Empire.[3]

The farmers rallied a militia to fight off the attack, and Grey prepared to lead the defense of one of the farmer villages. Before the main invasion force arrived, however, X2 landed on the planet and approached Grey. Seeing his own features in X2's face, Grey recognized him as his clone and realized what the Kaminoans had done. Grey did not reveal what he knew to X2 yet and did not show his face, covering it with a hood. After X2 explained to Grey that he was unable to follow X1's orders to kill innocent farmers and had defected from the Empire, he offered to help Grey in fighting X1's invasion force. Grey accepted his help, and together they repelled the attack on the village. After that, Grey decided to reveal his face to X2, telling the clone the story of his creation. X2 was shocked to discover that he was descended from a Jedi. He was also sorry for what he had done while serving the Empire, and Grey—still feeling guilty for not preventing the Purge—offered his newfound "son" to seek redemption together. Grey also shared some of his knowledge with X2, telling him of the virtues that made one a Jedi. The two soon set off to evacuate another village, but not before clearing a barn that had been converted into a communications center by X1's stormtroopers.[3]


Falon Grey duels X1.

After they reached the village,[3] it was attacked by the Imperials. Through a series of tunnels connected to the ruins of the old Jedi Enclave, Grey and X2 evacuated the villagers to a secret hangar with a LAAT/i gunship on standby. However, the hangar's doors had been jammed from the outside by rubble, so X2 had to make his way back through the tunnels to the village and blast the debris from the other side. He also utilized a planetary ion cannon to disable an Imperial-class Star Destroyer before it could blockade the planet. On his way back to the hangar, X2 caused a cave-in in the tunnels, stalling the Imperials. As soon as X2 returned and opened the hangar door, though, Imperial reinforcements arrived in gunships, personally led by X1,[5] who recognized Grey as his genetic father.[3] The Imperials killed all the villagers and wounded X2, leaving only Grey to confront them. Grey used the Force to repulse all the stormtroopers and used his lightsaber to attack X1, who defended himself with a force pike. The two engaged in a duel, and Grey prevailed, grabbing the force pike and crossing it and his lightsaber at X1's neck. Sensing some good in X1 and hoping to draw his clone from the path of darkness, Grey spared his life and even returned his weapon to him. X1 attacked Grey once again, however, beating him with the pike and taking hold of his lightsaber.[5]

Disposing of the now-useless force pike, X1 used the lightsaber to strike X2, and then shot the defenseless Grey with his blaster in cold blood, inflicting a mortal wound. X1 and the Imperials subsequently left the planet, leaving Grey and X2 to die.[5] In a last desperate act before his death, Grey reached out with the Force and healed X2's wound. X2 survived and spent the following fifteen years on Dantooine as a farmer, while X1 continued to serve the Empire. Between 2 BBY and 0 BBY, Grey's former Master, Kota, who was now a member of the fledgling Rebel Alliance, went to Dantooine, hoping to recruit Grey to the Rebel cause. Instead of Grey, he found X2 and recruited him.[3] Believing that Grey would have wanted him to keep an eye on the young man, Kota looked after X2 for some time.[5] When X2 rescued a group of Rebels on Geonosis, they asked him to lead them as a military unit, and X2, on Kota's suggestion—who felt that Grey would have wanted the men to carry on his legacy by helping other people—christened the new unit Grey Squadron in honor of Grey. X2 went on to become a Jedi Master in Master Luke Skywalker's New Jedi Order,[3] and he killed X1—who had become a self-proclaimed Sith Lord—stopping him in his quest for galactic domination. X2 also recovered Grey's lightsaber, which had been kept by X1 in his base in Bast Castle on Vjun.[5]

Personality and traits[]

"You should realize that you destroy your enemies when you make peace with them."
―Falon Grey, to X1[2]

Grey was deeply affected by the Jedi Purge, thinking that he should have foreseen it and saved the lives of the many Jedi who had been killed. Though X2 tried to explain to him that there was no way he could have known, Grey did not heed his clone's words, instead offering him to try to find redemption together. Grey was determined to risk his life to protect the people of Dantooine who harbored him.[3] He was proud to have X2 as his "son," and, believing that there was still good left in X1 too, he attempted to draw him to the light. Grey's philosophy dictated that the best way to defeat one's enemies was to make peace with them instead of fighting them. When he attempted this tactic with X1, however, it did not work, as X1 attacked and killed him.[5] After Grey's death, Rahm Kota remembered his former Padawan as a great man who had dedicated his entire life to helping other people. Gray had brown hair and eyes and a light skin complexion.[2]

Powers and abilities[]

"What makes a Jedi are things that cannot be cloned. Knowledge, courage, wisdom. The choices we make will determine our fate."
―Falon Grey[2]
Grey Force heal

Grey uses the Force to heal X2.

Grey was a skilled practitioner of telekinesis, able to use it to repulse several stormtroopers before engaging X1. He was proficient with his blue-bladed lightsaber, utilizing quick, swift strikes against the clone and incorporating the unorthodox reverse Shien grip into his fighting style. He was also agile, performing acrobatic jumps during his duel with X1.[5] Grey was adept at Force healing, and even on the brink of his death he managed to concentrate and heal X2.[3]

Behind the scenes[]

Falon Grey was originally created for the cancelled Battlefront III from Free Radical Design. He would instead go on to be used in the 2009 video game Star Wars Battlefront: Elite Squadron for the PlayStation Portable and the Nintendo DS, developed by Rebellion Developments[5] and N-space[3] and published by LucasArts. Grey appeared in the mission set on Dantooine, and he was killed at the end of the mission. The Nintendo DS version is considerably longer than its PSP counterpart, starting with Grey and X2's first meeting on the planet and featuring them defending two villages before trying to escape from the planet by going to the secret hangar. The PSP version starts with Grey and X2 protecting one of the villages, and they go to the hangar soon thereafter.[3] As these events do not contradict each other, this article incorporates the events from both versions. There is a contradiction in the portrayal of Grey's confrontation with X1 between the two editions, however. This article currently describes the events as depicted in the PSP version. In the Nintendo DS version, Grey disarms X1 and tries to convince him to reject the Empire. After X1 seemingly admits that he was wrong, Grey returns his force pike to him. When Grey turns his back to X1, however, X1 reveals that he has lied and stabs Grey with the pike.[3]


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Notes and references[]

  1. 1.0 1.1 The narration in the Nintendo DS version of Star Wars Battlefront: Elite Squadron states that fifteen years have elapsed between the battle on Dantooine and X2's meeting with Kota. Their meeting occurs at a point before the Battle of Yavin, but after the formation of the Rebel Alliance, which takes place in 2 BBY according to The New Essential Chronology. Using simple math to deduct fifteen years from those two dates, an approximate time period between the years 17 BBY and 15 BBY can be established for the events on Dantooine.
  2. 2.00 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 Star Wars Battlefront: Elite Squadron
  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 Star Wars Battlefront: Elite Squadron (Nintendo DS edition)
  4. Star Wars: Episode II Attack of the Clones
  5. 5.0 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 Star Wars Battlefront: Elite Squadron (PlayStation Portable edition)
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