Master Qui-Gon, more to say, have you?

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"What's that supposed to be?"
"This is a thermal detonator…*clicks tongue*…that I just armed."
"That's a rock!"
"No it's not."
"Yes it is! And you just made a clicking sound with your mouth!"
―Lady Proxima and Han[1]

Lady Proxima was a Grindalid female crime boss who operated out of a lair on Corellia during the Imperial Era and First Order-Resistance War. She was the leader of the White Worms, a group that took in young Corellians, their "children," dubbing them "scrumrats" and giving them food and shelter in exchange for their participation in criminal activities on Lady Proxima's behalf. Han and Qi'ra were two of those children.


Early life[]

Lady Proxima operated on the planet Corellia. In her younger days during the High Republic Era, she was a member of the Garavult Clan. She joined several older Grindalids in helping to repel the Nihil raiders from Corellia[3] around 230 BBY.[4] By 24 BBY,[5] she formed the White Worms.[6]

Angered at Han[]

"I trusted you with a simple task, and all I'm hearing are excuses."
―Lady Proxima, to Han[1]

Lady Proxima dealing with Han's failure.

In 13 BBY,[7] Han was brought to Lady Proxima after a failing to claim coaxium. Proxima became angry because of his failure, and she ordered Rebolt to hit Han with his staff. Han blocked and grabbed the staff from Rebolt and said that he would hit back if threatened. Moloch then pulled out his blaster and pointed it at Han. Qi'ra ran in front of Moloch's blaster and suggested not to shoot at Han. After this, Han then grabbed a rock, which he first used in a bluff, trying to convince everyone in the room that it was a thermal detonator. Proxima was not fooled, calling Han's bluff and prompting him to throw the rock through a window, bringing sunlight pouring into the chamber, onto Proxima's face. This move[1] left the left side of her face burned for years,[8] and it caused her to retreat into the water. Han then took Qi'ra, escaped the White Worms and ran outside the den to escape on his M-68 landspeeder. Moloch, Rebolt, and several other members of the White Worms chased after Han and Qi'ra. They were able to capture Qi'ra but failed to capture Han.[1]

Reunion with Aphra[]

Doctor Chelli Aphra traveled to Corellia and convinced her ex, Sana Starros, to arrange a meeting between her and Proxima under the pretense of an introduction. However, Proxima had dealt with Aphra before, and was enraged by her arrival. Aphra presented Proxima a peace offering, seeking information regarding a Path engine.[9]

Han's return to Corellia[]

―Proxima while the sunlight burns the right side of her face[8]

During the Galactic Civil War, Han returned to the planet Corellia with Chewbacca for parts for the Millennium Falcon. While talking with Em-Five, Moloch recognized Solo. Moloch captured Han and Chewbacca and brought them to Proxima. Proxima told Han he would be punished for failing to deliver her the coaxium he had failed to give to her in 10 BBY, and for scarring her face by exposing her to sunlight when he fled her. While Han was communicating with Proxima, Chewbacca gave Han a thermal detonator, which he used to detonate the window above her, exposing her to sunlight again. The sunlight permanently burned the right side of Proxima's face, and left her blind in her right eye. Han and Chewbacca then escaped and left Corellia after taking fire from Moloch.[8]

Meeting Bazine Netal[]

"Now, unless you want things to get messy, I suggest you talk."
―Bazine Netal, to Proxima[8]

Lady Proxima discusses the Millennium Falcon with Bazine Netal.

Sometime after the Cold War, Bazine Netal arrived on Corellia to talk to Proxima about if she knew she had the location of the Millennium Falcon. Netal captured one of Proxima's most skilled White Worms children to force Proxima to talk about the Falcon. Proxima thus told Netal about the time when Han returned to Corellia for parts for the Falcon.[8]

After the story, Netal became unhappy at Proxima for not capturing the Falcon. Proxima gave advice to Netal that she should visit a man named Ducain on the planet Jakku. Ducain knew the location of the Falcon. Netal then left Proxima to find Ducain.[8]

Behind the scenes[]

"The initial brief for 'The Lair of the White Worms' suggested that Lady Proxima was this matriarch of a low-level street gang, intolerant of daylight, might be literally worm-like, and potentially have tentacles underneath the water. We played with ideas that the tentacles might interconnect with her attendants, that maybe they were all a symbiotic organism; we looked at whether she was truly worm-like or more like a snake or serpent. Has she got scales or arms? She also had to be dominant over Han. She needed to come up and over and really bear down over him, towering up out of the water."
―Jake Lunt Davies on Proxima's design[10]

Lady Proxima is voiced by Linda Hunt in the 2018 Star Wars Anthology film Solo: A Star Wars Story.[1] Screenwriter Jon Kasdan was the one who suggested casting Linda Hunt as Lady Proxima, having admired Hunt's haunting opening narration of Shelley Duvall's 1989 horror anthology TV show Nightmare Classics.[11] Hunt had also worked previously with Kasdan in his 1985 Western film Silverado. During production of Solo, the character's name was Mother Proxima, but was changed to Lady Proxima late in production.[12]

Proxima's design evolved through the development of Solo.[11] In an interview with StarWars.com, creature concept designer Jake Lunt Davies revealed that the initial brief for the Den of the White Worms suggested Proxima's appearance, including the possibility of actually having tentacles underwater which might interconnect with her attendants. Though the creature effects concept team questioned whether Proxima was more like a worm or a serpent or whether she had scales or arms, they always designed her in a way she would be dominant over Han. Proxima's final design was produced by Ivan Manzella, but Davies designed her costume, comparing Proxima to Fagin, one of the antagonists in Charles Dickens' classic novel Oliver Twist, who also recruited children to give them food and shelter in exchange of performing criminal activities like pickpocketing.[10] Proxima shares some similarities with Garris Shrike from the 1997 Star Wars Legends novel The Paradise Snare. Like Proxima, Shrike was a crime boss who offered Han Solo and other orphans on Corellia food and shelter in exchange for their participation in criminal activities on his behalf, and Solo eventually ran away from him and the planet as a young adult, much like he did with Proxima.[13]


Non-canon appearances[]


Notes and references[]

  1. 1.0 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 Solo: A Star Wars Story
  2. 2.0 2.1 StarWars-DatabankII Lady Proxima in the Databank (backup link)
  3. 3.0 3.1 The High Republic: Midnight Horizon
  4. Star Wars: Timelines dates the events of The High Republic: Midnight Horizon to 230 BBY.
  5. Star Wars: Timelines establishes Han joined the White Worms in 24 BBY. Therefore, the organization must have been formed by that year.
  6. Solo: A Star Wars Story The Official Guide
  7. Star Wars: Timelines
  8. 8.0 8.1 8.2 8.3 8.4 8.5 IDWStarWarsAdventuresLogoSmaller "Flight of the Falcon, Part 4: Lady and the Tramp" — Star Wars Adventures (2017) 17
  9. Doctor Aphra (2020) 7
  10. 10.0 10.1 StarWars Inside the Designs of Solo: A Star Wars Story on StarWars.com (backup link)
  11. 11.0 11.1 TwitterLogo Jon Kasdan (@JonKasdan) on Twitter: "In honor of the digital release of #SoloAStarWarsStory & in lieu of a commentary, here are 53 random factoids & notes about the making & writing for anybody who's interested. If you haven't seen the movie yet… maybe watch it before reading? Anyway, enjoy the movie & #MTFBWY" (screenshot)
  12. TwitterLogo Phil Szostak (@PhilSzostak) on Twitter: "Yes, as was Lady Proxima from Mother Proxima. Both have been corrected in more recent printings of The Art of Solo. The art books go to print several months ahead of the film's release." (backup link)
  13. The Paradise Snare