"The Lasat guardsman I faced... He fought well, died with honor."
―Agent Kallus to Garazeb Orrelios[7]

"The Honorable Ones" is the seventeenth episode of the second season of the animated television series Star Wars Rebels.[2] It is the thirty-second episode of the series overall. The episode was directed by Brad Rau and written by Kevin Hopps, and premiered on February 24, 2016 on Disney XD.

Official description[]

Zeb and Agent Kallus find themselves stranded on an icy moon of Geonosis after a failed Imperial ambush of the rebels. Bitter enemies, they must put aside their differences and work together in order to survive.[2]

Plot summary[]


The episode begins with the Ghost crew flying toward three Imperial construction modules orbiting Geonosis. Ezra Bridger notes that rebel intelligence was right, and the Empire was building something over the planet. Sabine Wren points out the extensive debris field surrounding the modules, noting that she's never seen one so large. In response, Kanan Jarrus theorizes that whatever it is, the rebels won't like it. Garazeb Orrelios remarks that whatever the Empire was building must have been massive, if they had to build it in orbit. When Chopper scans for life signs, there are none to be found, even though there are supposed to be billions of life forms on the planet. Rex, certain that Chopper must be crosswired, orders the astromech droid to scan again. Ezra senses through the Force that all life on the planet has been wiped out, and Zeb says he doesn't like any of this. After the Ghost lands in the hangar of the middle module, Kanan asks Hera Syndulla to keep the ship running in case things go the way they usually do, and he, Ezra, Zeb and Sabine head off in search of the module's computers. Kanan says his gut tells him the computers will be empty, and Zeb responds that his gut tells him that this is a trap. At that moment, a door opens to reveal a squad of stormtroopers, and Agent Kallus comes around the corner, commenting "How perceptive."

Meanwhile, the Ghost comes under attack from several All Terrain Defense Pods hiding in the hangar bay. Trapped, Kanan contacts Hera and Rex for help, explaining that Kallus has joined them and there's an Imperial droid locking down the doors. Hera sarcastically remarks on Kallus' presence, and Rex orders Chopper to "go get that droid." Chopper rushes to the control console and attacks the Imperial astromech droid. Following a struggle, he manages to knock out the Imperial droid and unlock the doors. Meanwhile, Zeb and the other rebels fight with Kallus and his stormtroopers. Chopper's efforts allow most of the rebels except Zeb, who is too focused on dueling Kallus, to flee back to their ship. As the Ghost prepares to leave, Ezra, standing on the ramp, contacts Zeb, who has just knocked Kallus into the wall, to tell him to hurry up. Zeb, fighting stormtroopers, responds that there's no need to wait, as he'll take an escape pod out. The Ghost flies out of the hangar, and is pursued by TIE fighters.

Onboard the construction module, Zeb gets into an escape pod and presses the button for launch. He is then startled when Kallus, sneaking into the pod behind him, grabs him by the shoulder and turns Zeb around to hit him in the face. Zeb backhands Kallus, just as the pod launches towards Geonosis. Onboard the Ghost, Ezra sees Zeb's pod launching and tries to raise him on his comlink, but gets no answer. Rex speculates that he must've lost it, and reassures Ezra that they can pick up Zeb later because his pod is headed for Geonosis. Onboard the pod, Zeb kicks Kallus onto the pod's controls, breaking them, which causes the pod to veer towards one of Geonosis' moons. Upon noticing that the pod is out of control, Zeb and Kallus stop fighting and attempt to get the pod back on course, but it's too late. The pod crashes into an underground cavern, with Kallus breaking his leg on impact.

In an attempt to shake off their pursuers, Hera flies the Ghost through the hangar of one of the Imperial construction modules. Sabine fires on a pursuing TIE fighter, causing it to crash into an AT-DP walker. After fleeing the Imperials, Ezra asks Chopper if he scanned the trajectory of Zeb's escape pod. When Chopper grumbles, Ezra smacks his metal head and tells the astromech droid that the crew does want Zeb back, and not to be a "sleemo."

Stranded enemies[]

Zeb finally wakes up, and upon seeing Kallus threatens him with his bo-rifle, lowering it when he sees that Kallus is injured. He grabs Kallus' bo-rifle and throws it out of the escape pod. Zeb then hauls Kallus out of the pod and dumps him on the ground outside, as Kallus panics. He informs Kallus that although it would be easy for him to kill the ISB agent, he would rather leave him alive to heal so the two enemies can have a fair fight. Kallus tells Zeb that the Empire will find them eventually and that Zeb will be captured, but Zeb retorts that that is not going to happen. Zeb goes back into the pod to scavenge for supplies. While he is occupied, Kallus crawls toward his bo-rifle lying nearby, but Zeb steps on it and takes the weapon for himself. As the night is approaching and the cave is cold, Zeb sets up the portable heater from the pod, taunting Kallus about being afraid of the dark. Kallus points out that the heater will eventually freeze in the severe cold. Zeb sarcastically retorts that he thought Geonosis was a desert planet, and Kallus points up at Geonosis, visible through the hole in the cave ceiling, stating that they are on one of its moons, Bahryn. Kallus wonders how Zeb was able to best him, even once, and Zeb quips that Kallus should get a sense of humor. Zeb retrieves the pod's transponder, which was broken in the crash. Kallus says that if they get it working, the Empire will be able to find them before they freeze. Hearing a distant roar, he adds, "Or worse." Zeb opines that he would rather take his chances with the cold or whatever they're sharing the cave with, because he knows what happens to Lasat in Imperial prisons. Kallus responds that Zeb doesn't know much, and that he'll get a trial if he cooperates. Zeb sarcastically voices his skepticism. They then hear another roar, which unnerves them both. Kallus tells Zeb he had better make his decision soon.

At the same time, the Ghost crew continues to search for Zeb while scanning for life forms on Geonosis, but the scanners still aren't picking up anything. Ezra and Kanan take the Phantom on a sweep of the planet, but are unable to pick up Zeb's transponder. Rex comments that Zeb has a slim chance of survival, and that it's only a matter of time before Imperial reinforcements arrive. Hera states that they need to work faster, and orders the crew to widen all scans.

Back on the moon, Zeb manages to fix the transponder and modify it so its signal can be picked up by anyone. Kallus mentions that even if the two don't survive, the Empire will live on and continue to stop rebels like Zeb. In response, Zeb pulls the heater closer to himself and states that every day, more life forms get fed up with the Imperials. Just then, the heater's power cell freezes, leaving the two without heat. Kallus, despairing, thinks that the two of them will be next, but Zeb notices something glowing on the other side of the cave and goes over to check it out. Zeb discovers a glowing yellow rock that gives off heat, and brings it back to the pod and shows it to Kallus, who states it's probably some kind of meteorite. To Kallus' surprise, Zeb tosses him the meteorite so he can warm himself up. As Kallus is losing hope of survival, Zeb reminds him that the transponder is working. However, the signal is not strong enough to make it out of the cave, so Zeb decides to climb the device up to the surface, sticking Kallus' bo-rifle in a snowbank. Zeb tries to climb up the icy wall, but is unsuccessful. Kallus tells Zeb he's going to hurt himself, and Zeb yells at the ISB agent to shut up. Zeb tries a second time, and is unsuccessful yet again. He is then angered by Kallus laughing at his failure. As Zeb is about to start a fight with Kallus, the bonzami, the creature they heard earlier, finds the two. The bonzami goes after Zeb, and he is forced to retreat into the escape pod, as the creature is resistant to blaster bolts. Kallus, who has managed to retrieve his bo-rifle, cannot decide whether to shoot Zeb or the bonzami, but makes his decision when Zeb is forced into the escape pod. The bonzami is eventually driven off by Zeb and Kallus both shooting at it, but Kallus suspects it will come back. Zeb adds that it will probably bring friends.

Kallus states that the strong survive and the weak perish, to which Zeb asks if that is the reason why there is no more life on Geonosis. Kallus says that he has no idea what happened there, nor did he ever ask any questions. Zeb retorts that maybe he should start, but that maybe Kallus is afraid of finding out that Geonosis is empty because of his precious Empire. When Kallus wonders why the Empire would possibly wipe out the Geonosians, Zeb tells him those are good questions. Kallus states that Zeb will never get out without his help, as he knows how to climb out of the cave. Zeb, shoving a medpac into Kallus' hands, says that he is in no shape to help anybody. Kallus retorts that he can tell Zeb exactly how to climb out, and Zeb agrees that they'll work together. Zeb then picks up Kallus' bo-rifle, discovering it is modified for close-quarters combat. Although Zeb is impressed by the modification, he sharply reminds Kallus that he should not have the weapon, as it is not a trophy, while using it to splint Kallus' broken leg. Kallus states that he didn't take the rifle as a trophy; the Lasat guardsman he faced fought well and died honorably, giving Kallus the weapon before he died. Zeb reveals that it is a Lasat warrior tradition called Boosahn Keeraw, wherein if one is defeated by a superior opponent, they give the opponent their weapon. Kallus states that he was only doing his duty. Zeb responds that he will never forget what happened on Lasan, but that it is over for him. Kallus agrees everyone has things they never forget. Years earlier, Kallus' first team was sent to deal with the rebels fighting against the Imperial presence on Onderon. He and his unit were ambushed by a Lasat mercenary working for Saw Gerrera. They were caught in an explosion, in which Kallus was knocked unconscious. Kallus describes the mercenary slowly walking through the smoke and fire, and that he killed everyone else, including the injured that were unable to defend themselves. He has always wondered why he was spared. Zeb, although sympathetic, tells Kallus that he can't judge all Lasats the same, to which Kallus asks if this applies to Imperials. Zeb says it applies to all the Imperials he knows.


After the conversation, the two finally head out. Kallus offers to hold Zeb's bo-rifle for him during the climb, but Zeb instead throws the weapon, as well as the meteorite and transponder, up to the surface through the hole, to Kallus' visible irritation. Kallus tells Zeb to climb up the cave's pillars instead of the walls. Zeb is skeptical, but Kallus points out that the pillars hold up the cave, so they should be strong enough. The two hear the bonzami roaring again, and Zeb tells Kallus that if he's wrong about the pillars, Zeb is feeding him to the creature. Kallus agrees this is fair. As they start to climb up a pillar, the bonzami returns, this time with a friend. Kallus loses his grip as they climb up, so Zeb grabs him by his splinted leg, activates the bo-rifle's pike and throws Kallus at the ceiling of the cave, sticking him there. As the pike begins to slip loose, to Kallus' considerable panic, Zeb drops from the cave ceiling onto the bonzami below, making his way onto the head of one of the creatures. He catches Kallus when he falls, and throws him onto the surface. Kallus, in the blizzard, sees Zeb's bo-rifle lying in the snow. Zeb leaps from the bonzami's head to the lip of the hole in the cave ceiling, where he sees Kallus pointing his bo-rifle at him. Kallus then decides to instead shoot the bonzami behind Zeb in the mouth. He then helps Zeb up, the two enemies having come to mutually respect each other. Kallus remarks that it's much colder outside of the cave, and Zeb responds that he'd rather freeze than be eaten. They head off to find shelter, after Kallus returns Zeb's bo-rifle.

In a sheltered spot, Zeb activates the transponder. Kallus points out that since Zeb adjusted it, they don't know who will pick up its signal, and Zeb responds that all they can do is wait. As they wait, Kallus reveals that there wasn't supposed to be a massacre on Lasan, but the Empire wanted to make an example of the planet. He also says it wasn't personal, and reveals he did not actually command the massacre as he had earlier claimed. Zeb says that he has moved on and whatever happened, happened. He tells Kallus his nickname, and Kallus reveals he already knew what it was.

The two eventually fall asleep leaning against each other, and are disgusted at this upon awakening. They hear a ship approaching, and set out to see who it belongs to. It's the Ghost. Zeb gives Kallus an offer to come with them, as they will treat him fairly, but he turns down the offer, saying he will take his chances with the Empire. When Zeb is greeted by his fellow rebels (apart from Chopper and Rex, who stayed aboard the ship), Ezra comments that it is freezing. Zeb responds that he has only been here for two seconds. Ezra then replies that two seconds is already "too long" for him. Kallus watches the ship take off, looking somewhat regretful as he hears Zeb get greeted by the other Spectres.

Kallus eventually gets back to the Empire, heading to his quarters aboard a Star Destroyer. In the hallway, Kallus encounters Admiral Kassius Konstantine, who barely acknowledges Kallus in his greeting. After entering his quarters, Kallus places the meteorite Zeb gave to him on a shelf and sits down, possibly thinking of all the things the two spoke of while on the moon and/or the fact that none of the Imperials onboard noted his absence or return and that the Empire therefore lacks comradeship.


The events of "The Honorable Ones" mark a turning point for Kallus, culminating in him ultimately becoming a rebel agent under the codename "Fulcrum" beginning in the third season of Star Wars Rebels.[8]

At two points in the episode, Kallus is erroneously shown favoring his left leg instead of his right, which was the one that broke: first, when he goes over to retrieve his bo-rifle while Zeb is fighting the bonzami; and second, when he enters his quarters near the end of the episode.


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