"He has long been groomed for his role, as my master's new apprentice."
―Maul to Ahsoka Tano, on Anakin Skywalker[7]

"The Phantom Apprentice" is the tenth episode of the seventh and final season of Star Wars: The Clone Wars.[1]

Official description[]

The battle for Mandalore continues, and Ahsoka finds herself face to face with Maul.[3]

Plot summary[]

Meeting of the apprentices[]


Maul meets Ahsoka in the Undercity.

In the Undercity of Sundari, Ahsoka Tano is surrounded by Mandalorian super commandos as Maul steps from the shadows. He knows her name, although it is not familiar to him. Ahsoka says she knows him, and Maul chuckles, saying he is sure they have several "mutual friends." Ahsoka activates a beacon on her gauntlet, alerting Rex and his squad to her location, and they enter the tunnels to trace her signal. Maul continues, telling Ahsoka that he was certain Obi-Wan Kenobi would have been the one to search for him, perhaps with his "loyal foal," Anakin Skywalker, but Ahsoka states that Kenobi had a more important engagement, leading Maul to wonder if "the moment" is upon them. Maul ponders why Kenobi sent Ahsoka, and she suggests he surrender so they can ask him. Maul says his surrender would be pointless, as he believes the Jedi and the Republic will soon no longer be the controlling interests in the galaxy soon. When Ahsoka asks if he will be the one to replace them, Maul fearfully replies that he will not but his master Darth Sidious is along with his new Empire.

Rex and his troops arrive, firing on the Mandalorians. Ahsoka and Maul activate their lightsabers and briefly duel, but Maul says "not yet..." and uses the Force to throw Ahsoka and Rex into the wall so he and his troops can escape. Ahsoka and the clones pursue, but lose them in the tunnels.

A phantom menace[]


Ahsoka, Bo-Katan and Rex converse with Obi-Wan via hologram.

In the throne room of the Sundari Royal Palace, Bo-Katan Kryze, Ahsoka and Rex brief Obi-Wan via hologram. Bo-Katan says there are some small firefights in Sector 11, but the clones have proven effective; however, they need to capture Maul quickly before he can unravel their victory and escape. Ahsoka tells them that Maul mentioned a name: Darth Sidious. Bo-Katan inquires as to who that is. After telling them that he doesn't know much Obi-Wan agrees to reveal the suspicions of the Jedi Council to them, Master Kenobi explains that Darth Sidious is the Sith Lord who orchestrated the Clone Wars and has played both sides from the beginning. He says that he first learned the name from Count Dooku, but Obi-Wan informs them that any chance of learning more about Sidious from Dooku has been lost, and when Tano asks why Obi-Wan tells her it was because Count Dooku is dead since Anakin killed him while rescuing the Chancellor. Tano is briefly shocked at the news of how her old master finally defeated his nemesis. However, he suggests if they can capture Maul, he may be able to reveal the missing pieces to the puzzle, namely Sidious' secret identity, to the Jedi Council.


Obi-Wan reveals to Ahsoka Anakin's assignment.

Ahsoka asks for more men to accomplish this, but Obi-Wan states that he is regrettably unable to travel to Mandalore and assist them since he is being sent to hunt down General Grievous, the current Head of State, on Utapau. Ahsoka then inquires if Anakin can reinforce her in capturing Maul. Master Kenobi, after asking to speak with Ahsoka alone for a moment, tells her that he is currently unavailable as the Council has tasked him with a special assignment and after asking what kind of mission they gave him this time, Obi-Wan reveals that Anakin has been instructed to observe the Chancellor and report his findings due to the Senate allowing him to remain in office long after his term had expired, with the Council wanting to know what his true intentions are. Ahsoka perceives that they have tasked him with spying on the Chancellor, a great friend and mentor to Anakin, instead of observing, and believes he is not happy about his assignment. Kenobi confirms her suspicions, saying that it would be best if Ahsoka spoke to him, although Ahsoka believes she is not the right person to do that. Master Kenobi states that the Council is not always right, and is why he is asking for her help. Before they can say any more, Rex rushes in, saying there has been another attack. Kenobi tells Ahsoka that it is best that she goes. Before leaving, Ahsoka asks Obi-Wan to tell Anakin, and he promises he will.

The captive clone[]

Ahsoka and Rex return to the Undercity, where several clone troopers have been killed. A clone trooper explains that they got ambushed on their way to reinforce the entry port on C-deck. Ahsoka tasks Rex with fortifying C-deck. Tano then attends to a wounded trooper named Sterling, who tells her that Maul took them down one by one. Maul took an interest in the ARC trooper Jesse, who was older than the rest of them, and took him alive following a mind probe.

Elsewhere in the tunnels, Jesse tells Maul and his Mandalorian warriors, including Gar Saxon and Rook Kast, that they are wasting their time because he will not tell them anything. Maul is amused that he believes this statement to be true. Maul remarks that clones are bred for combat and tells him that they are part of a greater plan, which he admits he was not made aware of. Maul says that he played his part and was cast aside and forgotten, but that he survived and can thrive in the chaos to come.


Maul tortures Jesse.

Maul tells Saxon that information is a great commodity, and tasks him with eliminating Prime Minister Almec to ensure that he does not become an asset to their enemy. As Saxon leaves, Maul turns his attention back to Jesse, who defiantly tells him that he will not be telling him anything. Maul does not care and says that he will make his mind speak or break. While Rook holds Jesse, Maul uses the Force to probe Jesse's mind. Maul questions Jesse about Ahsoka as he struggles.

Questioning Almec[]

In the prison, Lady Bo-Katan, Ahsoka, and Commander Rex meet with the captive Almec in his cell. Almec is flattered that they took the time to see him. Bo-Katan demands to know Maul's escape plan. Almec tells them that Maul is not trying to escape because he sees no point in doing so. When Bo-Katan asks if Maul believes he can defeat them, Almec explains that Maul has been consumed by a strange sense of dread for the past several weeks.

When Tano asks if he mentioned Sidious, Almec says not that he can recall. Bo-Katan asks why he wanted Kenobi here. Almec reveals that Maul wanted someone else. When Ahsoka asks who, Almec refuses to cooperate. Ahsoka asks Bo-Katan to "help" him remember. Bo-Katan is about to rough up Almec, who decides to speak. Before Almec can tell them anything, he is shot by a helmeted Gar Saxon.


Almec reveals Maul was interested in Anakin as he dies.

Bo-Katan leaves to pursue Saxon while Rex calls a medic. Ahsoka tends to the wounded Almec, who tells her that Maul had a vision and that a name came to him. He mentions Skywalker before breathing his last. Lady Bo-Katan and her warriors pursue Saxon, engaging him in a gun battle. He uses the rocket launcher on his jetpack to blast a hole out of the prison, allowing him to escape. Lady Bo-Katan pursues him down the elevator shaft and the two fight on top of a lift.

Saxon attacks her with a flamethrower, but Bo-Katan deflects it with a shield projector. The two are separated when Bo-Katan is caught underneath a turbolift holding a clone trooper and one of her warriors. She escapes being crushed to death, but Saxon manages to escape the prison, with damage to Bo-Katan's jetpack preventing her from following.

Preparing for war[]


Maul tells the leaders of the Syndicate to go into hiding.

Back in Maul's den, Saxon returns to find Maul telling the various syndicate leaders, including Marg Krim, Ziton Moj, and Dryden Vos, to go into hiding. Maul thanks Saxon and Rook for liberating him from Sidious and his apprentice Count Dooku. Maul regrets thinking Dooku was an old fool because after learning about his death Maul says that he and the fallen Jedi Master are the same as they were both one step behind Darth Sidious. Maul remarks that the dark side has never been stronger.

Rook asks what it means. Maul explains that the galaxy will be remade soon, and that in the chaos they must seize what power they can. He tells the Mandalorians that it is not their way to die in the gutters. If they die, he promises that it will be on the field of battle. And if they die, he promises that they will die as warriors. The Mandalorians cheer.

Meanwhile, clone troopers evacuate the civilian population of Sundari into shelters while Rex, Tano, and Bo-Katan watch. Several citizens grumble. Bo-Katan tells Rex and Tano that the occupation cannot last much longer because the people will not stand for it, and neither will she. Rex reminds her that she asked for their help and that his men are not content being a police force. Tano promises that the Republic forces will depart once they have captured Maul. She tells him that then she will have her opportunity to lead.

The gathering storm[]


Maul greets his foes.

As they enter the throne room, they are greeted by Maul, who says that he agrees. Kneeling beside him is the bound Jesse. Bo-Katan charges at him with her blasters, but this merely amuses Maul, who telekinetically redirects her blasts away with the Force, before levitating her with an almost crushing grip. Maul asks if that is the right way to treat her rightful ruler before throwing her down.

As a show of "good faith," Maul returns their comrade-in-arms, Jesse. He uses the Force to release Jesse from his binders before sending him back to Rex. When Rex asks if he is alright, Jesse shakingly apologizes that he told him everything. Rex escorts Jesse out while gunfire breaks out outside the palace. As Gar Saxon and his warriors attack, Tano tells Bo-Katan to go because her people need her, eventually convincing her to leave.

Saxon and his warriors attack the 332nd Company, who have gathered outside the palace. As the battle rages, Maul remarks that the belligerents outside are blissfully ignorant. Ahsoka demands to know what is going on and suggests that he save it for the Council. Maul says that she is the one that he wanted to speak with, and asks if she was not cast out of the Jedi Order. Ahsoka replies that she left voluntarily.


Maul and Ahsoka discuss on the throne room while battle ensues outside.

Maul reminds her that she left because of the hypocrisy of the Jedi Council. He adds that they were both tools for greater powers. Ahsoka responds that she is here to bring him to justice, but Maul counters that justice is merely the construct of the current power base, a base which according to his calculations is about to change. Ahsoka asks if Darth Sidious is behind it. Maul confirms he is behind everything and always in the shadows, but adds that Sidious will reveal himself soon.

Ahsoka suggests that Maul could help the Jedi stop Darth Sidious before it is too late. Maul retorts that it is too late because the Republic has already fallen. He adds that there is no justice, no law, and no order except for the one that will replace it. Maul says that the time of the Jedi has passed and that they cannot defeat Sidious, but suggests that the two of them could work together to defeat Sidious.

As the explosions rage, Maul tells Ahsoka that every choice she has made has led her to this moment. He stretches out his hand. Meanwhile, clone troopers and AT-TE walkers engage in a battle with Saxon's warriors. Saxon and his troops cut through the ranks of the 332nd. An explosion shatters the windows of the throne room, scattering glass everywhere.

Tano says that she will help him on the condition that he answers one question. Maul says that she only has to ask it. Ahsoka asks what he wants with Anakin Skywalker. Maul says that Skywalker is the key to everything. When Tano asks if it is to bring balance to the Force, Maul replies that Skywalker is the key to destroy and that he has long been groomed for his role as his master's new apprentice.

Twin battles[]

Disbelieving Maul's words, Ahsoka denounces him as a liar, but Maul insists he is telling the truth. Maul explains that he was so certain of this fate that he orchestrated the conflict on Mandalore in order to lure him and Kenobi here to kill him, thus depriving Sidious of his prized pupil. Ahsoka disagrees and draws her lightsabers. She tells him that she knows Anakin and that his visions are flawed.


Maul duels Ahsoka.

Maul remarks that "the Padawan needs one last lesson" and draws his lightsaber. The two fight a lightsaber duel in the throne room. Outside, Saxon's warriors advance on the 332nd, unleashing their rockets. Maul and Tano continue fighting. Ahsoka drops a blade during the fighting, but manages to retrieve it with the Force. Tano taunts Maul about his fighting abilities, but Maul retorts that she has Kenobi's arrogance. Tano counters that she has many qualities for him to dislike.


The 332nd is reinforced.

Saxon's forces continue to blast holes through the 332nd. Maul initially gains the upper hand over Tano, but she kicks and throws him through a stained glass panel. Outside, Rex's forces are reinforced by Bo-Katan's warriors and numerous clone jet troopers and LAAT gunships, which bombard Saxon and his men. The 332nd regains the advantage and joins the pursuit.


Ahsoka catches up to Maul to continue their duel.

Meanwhile, Tano catches Maul climbing a building and chases after him. Republic reinforcements capture Rook and several Mandalorians. Gar Saxon retreats and calls Lord Maul for reinforcements. However, Maul abandons Saxon and tells him that his ship will be arriving. He tells the Mandalorian to die well before severing the comlink. However, Tano catches up with him on the support beams of Sundari's dome, and the two continue their lightsaber duel.

Maul tells Ahsoka that they could have destroyed Darth Sidious. Ahsoka retorts that it would only have been so Maul could take Sidious' place. As the two fight, Maul gains the upper hand and pushes Ahsoka off of a beam. She manages to hang on.

Just then, a starship arrives and the pilot tells Maul that they must depart immediately. Maul runs up the beams to reach the ship but Tano attacks him and the two resume their fight, parrying blades. Maul manages to knock both Ahsoka's blades out of her hands and cuts the beam she is standing on, causing it to sink beneath her weight.

Capturing Maul[]


Maul gives Ahsoka one last chance to accept his offer.

On the ground, Commander Rex and his men take Saxon into custody. Rex spots Ahsoka and Maul above and hurries to get a gunship to reach them. With the beam giving way, Maul offers Ahsoka one last chance to join him or die. Ahsoka rejects his offer and he advances with his lightsaber. However, Ahsoka grabs his blade and trips him over, causing him to fall. Before he can fall to his death, Ahsoka uses the Force to suspend him.

Maul tells her to let him die but she refuses. As three Republic gunships approach, Ahsoka uses the Force to move him close enough for two of Bo-Katan's warriors to secure him with whipcords. Maul tells her that she does not know what she has done and that they are all going to die. Rex stuns Maul and tells Ahsoka that they will take it from here. As the gunships fly away, she is left standing on the edge of the beam watching the cracked canopy.


"The untold story of the end of The Clone Wars would have centered on the tensions on Mandalore and would have left the planet in a certain condition."
―Lucasfilm Creative Executive Pablo Hidalgo[8]

A sketch by Dave Filoni of Captain Rex, Ahsoka Tano and Bo-Katan Kryze during the story arc

Back when Star Wars: The Clone Wars was on the air, a story arc entitled "The Siege of Mandalore" set on the planet Mandalore was written by head writer Matt Michnovetz to serve as the show's series finale.[9] According to Supervising Director Dave Filoni, the story arc revolved around the possibility that Ahsoka Tano would rejoin the Jedi Order following her departure in the season five finale "The Wrong Jedi" and a fight between her and Maul.[10] The episodes were not finished before the series was cancelled in 2013 by The Walt Disney Company.[11]

The Siege of Mandalore was later mentioned in the Star Wars Rebels episode "The Lost Commanders"[12] and later appeared in the 2016 young adult novel Ahsoka. In the event's depiction, author E. K. Johnston drew upon plot points that Filoni and Michnovetz had mapped out previously. Filoni also released a number of details about the Siege of Mandalore in various forms, including concept art[13] as well as a panel presentation entitled "Ahsoka's Untold Tales" at Celebration Europe in July 2016.[14]

At San Diego Comic-Con in July 19, 2018, the Siege of Mandalore arc was announced by Lucasfilm Ltd. to be part of a twelve-episode revival of The Clone Wars.[15] To not conflict with their plans for the revival, Lucasfilm previously asked Johnston to not include action scenes during the Siege depiction in her novel.[16] A completed version of the story arc aired as part of The Clone Wars revival on April 24, 2020 on Disney+, Disney's streaming service.[1]

For Filoni, featuring the Siege of Mandalore in the final season consisted on explaining the climactic final battle for Ahsoka and Rex during the Clone Wars and how it happened concurrently with the events of the 2005 film Star Wars: Episode III Revenge of the Sith. He credited the support of The Clone Wars fans to see the Siege following the show's initial cancellation. In order to depict the battle in a level it honored the show, Filoni wanted to bring back Maul for a big fight in contrast to his final duel during Star Wars Rebels. To do so, he approached Maul's original actor Ray Park to play Maul again during his fight scenes via motion capture.[17] An early attempt to use motion capture in The Clone Wars occurred back in the third season episode "Wookiee Hunt," but the results were mixed according to animation supervisor Keith Kellogg.[18] To perform Ahsoka, stunt performer Lauren Mary Kim was hired to physically play her during the fight; Kim felt really honored in working with Park.[17]


In the Ahsoka novel, Ahsoka manages to capture Maul in a ray shield with the help of the clones. In the episode, however, Ahsoka knocks Maul off a narrow beam and uses the Force to catch him before the clones come to assist her. Additionally, the novel states that Ahsoka fights Maul with green lightsabers, while in the episode, her lightsabers are blue, and Ahsoka does not even have her lightsabers on her when Maul is captured.

While speaking with Ahsoka, Obi-Wan mentions Dooku has been killed, he is en route to Utapau to capture Grievous, and Anakin is on assignment to spy on Palpatine, revealing that this episode is set during Revenge of the Sith.

Just prior to Maul's duel with Ahsoka, Palpatine's scream from his confrontation with the Jedi in his office can be heard.

At one point during her duel with Maul, Ahsoka blocks his strike by holding one of her lightsabers on each side of his. In the next shot, however, both of her lightsabers are on the same side of Maul's.

The title card is modified further in this episode. No theme music is played, and the logo remains in place instead of zooming out, with only "The Clone Wars" shown initially and the "Star Wars" border slowly fading in around it. The newsreel-style narration is omitted for the first time in the series.


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Notes and references[]

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  1. 1.0 1.1 1.2 1.3 1.4 Disney+: Every Movie and TV Show Arriving in April by Ridgely, Charlie on comicbook.com (March 18, 2020) (archived from the original on March 18, 2020)
  2. What are we getting from The Clone Wars Season 7? by Bell, Matt on Fantha Tracks (January 29, 2020) (archived from the original on April 11, 2020)
  3. 3.0 3.1 StarWars "The Phantom Apprentice" Episode Guide on StarWars.com (backup link)
  4. DisneyPlusLogo Episode 710 "The Phantom Apprentice" on Disney+ (backup link)
  5. Star Wars: Timelines dates the events of "The Phantom Apprentice" to 19 BBY.
  6. D23 logo The Phantom Apprentice (April 17, 2020) on D23.com (backup link)
  7. TCW mini logo Star Wars: The Clone Wars — "The Phantom Apprentice"
  8. StarWars Rebels Recon: Inside 'The Protector of Concord Dawn" on StarWars.com (backup link)
  9. TwitterLogo Brent Friedman (@BFree63) on Twitter: "It's a reference to Clone Wars' 'lost' series finale, since that arc and last night's ep were both written by @MattMichnovetz" (screenshot)
  10. Star Wars Rebels: Dave Filoni on Ahsoka's Fate, Maul's Return and Much More by Goldman, Eric on www.ign.com (March 30, 2016) (archived from the original)
  11. StarWars A New Direction for Lucasfilm Animation on StarWars.com (backup link)
  12. Rebels-mini-logo Star Wars Rebels — "The Lost Commanders"
  13. StarWars To Fans of Star Wars: The Clone Wars: Thank You on StarWars.com (backup link)
  14. SWYTlogo Ahsoka's Untold Tales Panel | Star Wars Celebration Europe 2016 on the official Star Wars YouTube channel (backup link)
  15. StarWars #CloneWarsSaved Trailer | Star Wars: The Clone Wars on StarWars.com (backup link)
  16. Live at Celebration with E.K. Johnston – SWBW #100 on www.starwarsreport.com (April 18, 2019) (archived from the original on June 17, 2019)
  17. 17.0 17.1 SWYTlogo Inside the Final Duel: Maul vs. Ahsoka | Star Wars: The Clone Wars on the official Star Wars YouTube channel (backup link)
  18. The truth about Darth Maul's Clone Wars return – Exclusive by Gates, Christopher on www.looper.com (April 14, 2020) (archived from the original on April 23, 2020)