"Steps Into Shadow" comprises the first and second episodes of the third season of Star Wars Rebels. It comprises the thirty-eighth and thirty-ninth episodes of the series overall. It was screened on July 16, 2016 at Celebration Europe, and released on September 24, 2016 on Disney XD.


Ezra, having grown in power, leads a mission to break the crew's old friend Hondo Ohnaka out of prison. Meanwhile, Grand Admiral Thrawn -- a master Imperial strategist -- has vowed to dismantle and destroy the growing rebellion.


Led by Ezra, the Rebels were on a mission to break Hondo Ohnaka and his partner, Terba, out of an Imperial prison, who had some vital information for the Rebellion. Breaking into the prison and breaking Hondo and Terba out went as planned, but they were eventually spotted and pursued by imperial forces. The Rebels retreated to the landing platform, but was being patrolled by Stormtroopers and a Walker. They lost Terba in the process when he tried to flee for it alone. The Rebels took cover behind creates as the Walker opened fire on them. At the moment they found themselves cut off, but Ezra used The Force (an ability he learned from the Sith Holocron) to mind control the Walker Pilot to attack his fellow Stormtroopers and deliberately fall to his death, giving them the clearance they needed to reach the landing platform. Hera showed up with the Ghost and the Rebels jumped aboard as it flew beneath them. The Rebels escaped and the mission was accomplished with only one casualty.

Meanwhile, word of the Rebels attack at the prison was reached by Grand Moff Tarkin and Governor Pryce. They both agreed this act could be the beginning of a larger Rebel threat. Governor Pryce recommended they assembled the Seven Fleet to handle the Rebellion.

After returning to Atollon, Hondo had yet to give them the information they wanted but in exchange for a ship of his own. The Rebels were willing to agree on his terms if the Intel he had was valuable as he claimed. Then Hondo moved on and presented the planet Yarma which housed an Imperial salvage yard known as Reklam Station. According to Hondo, the yard was holding old Republic Starfighters, specifically Y-Wings, that were being dismantled for scrap. The Rebels saw this as an opportunity in forming a strike fleet if they could steal a squadron of Y-Wings from that yard. One capable of their next objective: the destruction of the Empire’s factory on Lothal. But before they could make a heist, they needed to scout it first. Commander Sato put Ezra in charge of this mission and surprisingly promotes him to Lieutenant Commander, following the success of his last mission.

Hera finds Kanan meditating alone.

Meanwhile elsewhere, a blinded Kanan was by himself meditating. Through the Force, he hears a voice but was interrupted by Hera who was looking for him. Kanan was already aware that Ezra is doing well, to which Hera agreed on. Despite his accomplishments, Hera also knew Ezra still blamed himself for what happened to Kanan and Ahsoka. Later, Kanan paid Ezra a visit. Upon arriving, he discovered that Ezra had been using the Sith Holocron. While Ezra believed it was helping him, Kanan knew otherwise. Knowing how dangerous the path he was tampering with was, Kanan took away the Sith Holocron. After Ezra and his team headed out to Yarma, Kanan went back to meditating and again heard that voice he heard earlier. It said it could help him. Following its instructions, Kanan ventured off through the dry forest in search of the voice who was calling to him. He arrived at the place and was greeted by a being known as the Bendu, a Force Wielder who was neither Jedi or a Sith but in the middle. He was summoned by Kanan’s imbalance presence in the Force. Kanan presented the Sith holocron to the Bendu and expressed his concerns for his apprentice using it. He was afraid that it is changing him for the worst. The Bendu explained to Kanan that only the temptation of power and forbidden knowledge could make a person either good or evil, not an object. Even the desire to do good could lead to some down a dark path. The Bendu then noticed the sensor device that was protecting Kanan from the spiders. He asked to take a look at it and suddenly destroyed it, allowing the spiders to approach him. In his panic, the Bendu explained that he could help him and teach him how to see in spite of his blindness if Kanan was willing to learn.

Taking the Phantom, the Rebels arrived at the Sereeda Waypoint since they could not jump directly to Yarma. From where they were they had to plot a new jump. They also had to be quick because they were now in mining gild territory, and if they were spotted they would alert the Empire. Unfortunately, they were caught by mining gild forces and become surrounded by Non-Imperial TIE Fighters. They demanded to know their business for trespassing in their territory, but the Rebels made a run for it. The TIE Fighters gave chase. Sabine pulled off a dozen tricks to evade and destroy the pursuing fighters. They leave the pursuing transport ship and jump to hyperspace for Yarma, despite Ezra’s insistence in not leaving any witnesses.

Thrawn reveals his strategy to assembled Imperial officers.

Meanwhile, Grand Moff Tarkin, Governor Pryce, Agent Kallus, and Admiral Konstantine were brought together to meet Grand Admiral Thrawn. Getting down to business, Thrawn observed Pryce’s theory about the Rebels in the Lothal Sector. He brought up Hondo’s prison record and the events that just occurred in the Sereeda Hyperspace waypoint. While to some they seemed unrelated, Thrawn pointed out that Hondo’s cellmate was a labour at their fighter reclamation plant in the Yarma System, one jump away from the Carita attack. By following this line of reasoning, Thrawn believed that the Rebels intend to raid the plant and steal fighters for their fleet, increasing the Rebellion’s threat to the Empire. However, Thrawn had a plan to destroy the Rebels.

The Phantom soon arrived in the Yarma System. So far they did not detect any Imperials ships on patrol or any signs of the Reklam Station. They headed down into the atmosphere, and soon found themselves in sight of the station. They detected fifteen Y-Wing bombers at the station and intact, but were currently being destroyed. Ezra said they should hijack them while they had the chance, but was reminded that their assignment was to recon the station. Despite everyone’s objections, Ezra insisted on going in and no more was said. As they headed down, they alerted a squadron of dismantler droids. They pursued the Phantom and each time they clung onto the ship the Rebels shoot them off. But the Droids caused some damage to the Phantom that caused them to fall into the storm below. The last dismantler droid was destroyed by the lighting and Sabine managed to pilot the Phantom out of the storm and dock with the station.

The Rebels soon found themselves on the station and gained some assistance from labour Ugnaughts who were willing to steal the Y-Wings in exchange for liberation. They first shut down the conveyor belt that was moving the Y-Wings to the dis-integrator, claiming to the Imperials that it was malfunctioning and was being repaired. However, they were unable to fly the Y-Wings out because they had no fuel in them. So now they had to refuel them.

Meanwhile, The Bendu was teaching Kanan how to see things through his other senses. Following the Bendu’s guidance he found himself surrounded by the spiders and for some reason they did not attack. Still following the Bendu’s teachings, Kanan saw fear through the Force, but it was not Ezra’s or the spiders, it was himself. Kanan’s connection to the force allowed him to see things that others could not, and for him he saw his own fear, grief and anger, resulting him becoming distant from everyone and the force. Understanding the Bendu’s teachings, Kanan left. He stated that his apprentice needed his help and so did everyone else. He also left the Sith Holocron with the Bendu.

Ezra fights on Reklam Station.

Back at the Reklam station, the Imperials became aware that the Rebels were alive and refueling the Y-Wings. Admiral Titus ordered a squadron to attack them, have the conveyor resume operations and have the fighters locked down. They even locked out all systems. While the Rebels continued refueling the fighters, Ezra and Rex headed for the control tower in hopes of releasing the magnetic locks that were holding the Y-Wings. However, they were attacked by another Dismantler droid that took out Chopper. It then turned its attention to killing Sabine and Zeb. Ezra ordered Rex to go back and help them, while he proceeded with his plan to free the ships. He also received communication from Atollon, and listening in on Ezra’s report both Hera and Sato could tell he had turned his recon mission into a recovery operation. Accompanied by Kanan, the Rebels dispatched the fleet to Yarma. Back at the station, Rex took out the dismantler droid and saved Sabine and Zeb from a dangling Y-Wing. Ezra made it to the control tower and demanded Admiral Titus to unlock the bombers, only to learn that he had sabotaged the control unit and the only way to release them was to cut power through the entire station, which was exactly what Ezra did. With power down throughout the entire station, the Y-Wings were free from the magnetic locks and the Rebels remotely piloted them out and into the air. But as they entered space, the Rebels discovered that the Y-Wings had no hyperdrive. Possibly removed while they were being dismantled. Suddenly a Star Destroyer emerged from hyperspace and deployed a squadron of TIE Fighters at them.

Meanwhile, Ezra was still on the station as it began to blow to pieces. He tried to get to the Phantom but it was destroyed during the commotion. The mission had been compromised and Ezra was in trouble. But suddenly the Rebel fleet showed up just in time, and while Sabine, Zeb, Rex and Chopper loaded the Y-Wings onto the carrier, Hera and Kanan headed down to the planet to rescue Ezra. The station began the fall, and Ezra clung onto dear life. But the Ghost showed up and rescued Ezra. During the battle, Governor Pryce, Agent Kallus and Admiral Konstantine received transmission from Grand Admial Thrawn. Governor Pryce reported to him on the mission status, and when she brought up the number of Rebel ships he ordered them to break off their attack and allow them to escape with the bombers. Governor Pryce understood his orders but Admiral Konstantine did not. Governor Pryce assured him that the Grand Admiral had a much larger objective than the capture of a single Rebel cell. Following Thrawn’s orders, the Imperials allowed the Rebels to escape.

The Rebels safely returned to Atollon, but despite their success in getting the Y-Wings, Ezra remained in trouble for endangering his team, losing the Phantom, and disobeying orders. As punishment, Hera suspended him of his command. As for the Y-Wings, they were going to be delivered to another Rebel unit that was part of a wider Rebellion they were working to build. Later, Ezra apologized to Kanan for using the Sith Holocron and thanked him for coming back.







Droid Models





The Star Wars Rebels Wiki has a collection of images and media related to Steps Into Shadow.


  • This is the fourth two-part episode of the series, after "Spark of Rebellion", "The Siege of Lothal" and "Twilight of the Apprentice".
  • In the Rebels Recon featurette for this episode the writers state that about six months of story-time elapsed in the characters' lives off-screen between the end of Season Two and the start of Season Three. The TV series has loosely been following a pattern (so far) that roughly one year of story time passes between seasons - though not always at the same rate, and the time gap which occurs off-screen between seasons can vary.
    • The promotional materials when Season One premiered very clearly stated that it began five years before the Battle of Yavin (in A New Hope).
    • This apparently advanced from five to four years before with the events of Season One's "Empire Day", stated to take place exactly 15 years after the formation of the Empire (at the end of Revenge of the Sith). A New Hope occurs 19 years after Revenge of the Sith.
    • In Season Two, promotional materials for Princess Leia's debut in "A Princess on Lothal" stated that these events occurred three years before A New Hope.
    • Given that a full six months have elapsed in the break after the Season Two finale, it appears that the beginning of Season Three takes place roughly 2 years before the Battle of Yavin.
    • In the Rebels Recon featurette for this episode, the writers directly address the question of whether or not the TV series will stop when it catches up with the events of A New Hope, or if it will continue beyond that given that more than one rebel cell can be operating in an entire galaxy at the same time. While vague about this specific question, they did stress that they planned out the story arc of the TV series from the start with a clear beginning, middle, and end, and they do have a specific end point for the characters in mind.
  • In the Rebels Recon video, the writers explain that a major thematic point in Season Three will be part of the overall arc they planned for the storyline: by the beginning of the Original Trilogy, on the Death Star, Tarkin remarks to Vader that the light of the Jedi has almost gone out of the galaxy - indeed, all Force users are nearly gone, Tarkin refers to both Dark and Light side users, given that he then says that he feels Vader is all that is left of that ancient "religion". The writers concluded that by that point (some two years after this episode, chronologically) Vader does not have a small army of Force-wielding Inquisitors at his command, but seems to be the only one left (along with the Emperor). Instead, it seems that practical military commander types such as Tarkin or Thrawn come to dominate. Thus this season will see the decline of the Inquisitors (already taking losses in the Season Two finale) and the rise of regular military commander types such as Thrawn.
  • In the Rebels Recon video, the writers discuss at length the introduction of the very popular old Expanded Universe character Grand Admiral Thrawn, and how they are all massive fans of the original Timothy Zahn Thrawn trilogy which drastically increased the size and popularity of the original Expanded Universe in the early 1990s. Two key points they elaborated on were:
    • 1 - They had actually discussed reintroducing Thrawn in this TV series since Season One. Each of them suggested it to varying degrees at different times. Ultimately, Thrawn is such an important admiral that they felt it wouldn't make sense to introduce him back then: the Lothal rebel cell was just a small team with one ship on one local planet. They reasoned that Thrawn would only be brought in at a later stage when the rebellion had grown into a large enough coordinated military movement that it merited his response - essentially the same reason that they didn't introduce Darth Vader until Season Two. Their overall plan for the series was for the scale of the nascent rebellion to gradually intensify, and the Empire would react with incrementally more significant force appropriate responses.
    • 2 - A major difference between the original EU's Thrawn and the New Canon Thrawn is that for pragmatic reasons he's a bit more well-known: other Imperial commanders and governors are presented as knowing who he is. This of course varies, but individuals from Governor Pryce to Admiral Konstantine all at least vaguely know who Thrawn is when he arrives. In contrast, in the original EU a plot point was that no one knew about Thrawn because his promotion to Grand Admiral was a secret, and the Emperor put him in charge of several secret black ops missions and expeditions in the Unknown Regions on the galactic fringe. Thus the Rebel Alliance/New Republic thought they'd killed all of the dozen or so Grand Admirals that existed in the Empire prior to Endor -- and as a result, never made any attempt to find and assassinate him. In the New Canon, however, Thrawn is a bit more "established" among the Imperials and there's less outright mystery surrounding him.
  • The StarWars.com Trivia page points out the design changes which occurred for most of he cast between seasons:
    • Most prominently, Ezra went through a growth spurt so now he's around the same height as Sabine. He also has a new outfit, and shifted to cutting his hair short.
    • Sabine changed the paint scheme of her armor and her hair dye color once again. Also her armor now has a drawing on one of the shoulders of the convor owl associated with Ahsoka.
    • Zeb is mostly unchanged but part of his costume has a little drawing of the Joopa that nearly ate him back in Season Two.
    • Kanan has been blinded, and wears a protective mask with the visor down over his eyes to cover his wounds.
    • More subtly, given that last season Hera was officially promoted to the rank of "Captain" in the nascent rebel movement, starting in Season 3 she actually wears a rebel captain rank insignia on her shoulder (matching the rank patches from the Original Trilogy).

Hera's new "Captain" rank insignia patch, on her left shoulder: two blue dots in a vertical line.

  • There have actually been several variants of Rebel Alliance rank insignia symbols between different continuities and video games (see Wookieepedia's full article on "Rebel command insignia"). They generally have a "domino" style, with higher ranks having a higher number of dots: the ones seen most clearly in the Original Trilogy itself were the rank patches for Generals, which are five dots arranged like on a domino piece (or like on dice). Star Wars Rebels is apparently going by the rank insignia scheme as explained in the Rebel Alliance Sourcebook released by West End Games in 1990 - which focuses strictly on rank insignia as seen in the Original Trilogy and ignores other different-canon materials such as video games. The "Captain" insignia that Hera wears is two blue dots arranged in a vertical line, one above the other.
  • The Bendu is introduced in this episode. He is voiced by Tom Baker, famous for his role in the science fiction series Doctor Who as the Fourth Doctor.
    • The term "Bendu" is from the original short story treatments written by George Lucas when he was first defining Star Wars in 1973: the Jedi Knights were alternatively called the "Jedi Bendu", and the Light and Dark sides of the Force were called the Ashla and the Bogan, respectively - terms which Bendu himself uses in this episode. Previously in Star Wars Rebels Season Two, the surviving Lasat referred to their belief in "the Ashla", and Kanan simply said to Ezra that the Force is known by many names to different races across the vastness of the galaxy.
    • A major point explained in the Rebels Recon video is that the Bendu was originally supposed to be introduced in Season 2, in the episode "The Mystery of Chopper Base" - indeed, the Bendu was going to be the titular mystery. In their original drafts the Bendu was vastly larger in size, to the point that the rebel task force built all of Chopper Base on his back without him noticing during his long slumber. The idea was that they would later return to the location of Chopper Base to find that it had vanished without a trace - eventually learning that the Bendu simply woke up and moved to a new location with the base on his back. In some respects this gave him even more parallels to "world turtles" of myth, often depicted as dispensing wisdom.
      • In post-Season Two interviews, David Filoni addressed that some viewers criticized "so-called bottle episodes" in Season Two (apparently generated from the increased episode count), but defending that they were actually setting up things which would happen later - i.e. they already knew what the Bendu was in Season Two and were setting it up.
      • In the Rebels Recon video, the writers explain that the Bendu arose from discussions with George Lucas about the Force: they state that the Jedi and the Sith are specific monastic orders that have learned to wield the Force, but across all of time they aren't the only ones and they were not the first. Fundamentally, the conflict in Star Wars is that the Force is out of balance and the Dark side has come to dominate over the Light, but that doesn't mean that the Dark side should be "destroyed" any more than the Dark side should succeed in destroying the Light. The Bendu, as he says, is "in the middle" and doesn't subscribe to either philosophy, instead representing life and balance. In other interviews Filoni directly compared him to Tom Bombadil from Tolkien's Middle-earth legendarium: he isn't evil, nor is he actually "good", but is outside of that entire conflict.
  • A scrapped line had Hondo reacting to Terba being shot into the sky by remarking breathlessly "they can fly! (i.e. Ugnaughts look like pigs, a pig flying).
  • Ezra's quarters have a podracing poster just like the one in Anakin's quarters in Star Wars: The Clone Wars. He also had a picture of a Corellian YT-1300f light freighter, although it's uncertain if it's the Millennium Falcon.
  • The Phantom was destroyed in this episode.
    • As a wry joke/taunt, the writer who pitched the idea of actually destroying the Phantom shuttle in this episode was nicknamed "The Phantom Menace" on-set for much of the season.
  • Governor Arihnda Pryce makes her on-screen debut in this episode. She first appeared in the children's book, Servants of the Empire: Edge of the Galaxy. Pryce was mentioned in Season One but remained off-screen: instead her subordinate Minister Maketh Tua was presented as the acting leader of the Imperial governing bureaucracy on Lothal.
  • Separate from the normal Rebels Recon video for this episode, the Star Wars YouTube channel released as special one minute bonus video in which the writers specifically explain Governor Pryce. Their original idea was to have Pryce be the local governor/bureaucrat but instead in Season One they split this off and gave that role to Maketh Tua, with Pryce being described as "busy" on Coruscant itself. They decided to work this absence into the character herself:
    • Pryce is actually from Lothal, but she doesn't like it. Rather than accept a humble station on this relatively backwater planet she was ambitious and wanted more. Pryce was instrumental in orchestrating the Empire's direct takeover of Lothal - essentially selling out her own people to advance her own career. Lothal then became the site of a Imperial base used as their headquarters in the entire Lothal sector (relatively important, though still a backwater planet on the galactic scale).
    • Pryce really didn't want anything to do with Lothal and saw it as just a stepping stone to even greater power in the Imperial government, so in the years since she has spent all of her time on Coruscant itself, not even bothering to return for events like the local Empire Day celebrations, etc.
    • The in-universe reason they have for why Pryce is returning now is simply because the rebel activity surrounding Lothal has gotten so bad that it is starting to make her look bad, so she can't just ignore it form Coruscant anymore and let her local subordinates deal with it. This fuels her drive to have the local rebel cell wiped out decisively, once and for all. Lothal itself may be secure for now, but only because the Lothal rebel cell simply withdrew to hit other targets.
    • The writers point out that like many people, she underestimates what happens when you bring in a strong expert like Thrawn: she's foolish enough to think she can control him. If she were strong enough to control Thrawn, however, she wouldn't need his help to crush the rebels in the first place.
  • Sato says that the half-dozen Y-Wing bombers they managed to capture will be sent to a "General Dodonna" in a different rebel cell. The StarWars.com episode guide page for this episode directly confirms that this is the same General Dodonna who commands the hidden rebel base on Yavin 4 in A New Hope - and also confirms that this line was meant to strongly imply that these Y-Wings will one day be part of the very same "Gold Squadron" of Y-Wings that take part in the attack on the Death Star (all of Gold Squadron was destroyed in the assault, but so were most of the X-Wings, and Luke would not have survived the battle if he had fewer rebel Starfighters to aid him).
vedStar Wars Rebels Episodes
"The Machine in the Ghost" | "Art Attack" | "Entanglement" | "Property of Ezra Bridger"
Season 1
"Spark of Rebellion" | "Droids in Distress" | "Fighter Flight" | "Rise of the Old Masters" | "Breaking Ranks" | "Out of Darkness" | "Empire Day" | "Gathering Forces" | "Path of the Jedi" | "Idiot's Array" | "Vision of Hope" | "Call to Action" | "Rebel Resolve" | "Fire Across the Galaxy"
Season 2
"The Siege of Lothal" | "The Lost Commanders" | "Relics of the Old Republic" | "Always Two There Are" | "Brothers of the Broken Horn" | "Wings of the Master" | "Blood Sisters" | "Stealth Strike" | "The Future of the Force" | "Legacy" | "A Princess on Lothal" | "The Protector of Concord Dawn" | "Legends of the Lasat" | "The Call" | "Homecoming" | "The Honorable Ones" | "Shroud of Darkness" | "The Forgotten Droid" | "The Mystery of Chopper Base" | "Twilight of the Apprentice"
Season 3
"Steps Into Shadow" | "The Holocrons of Fate" | "The Antilles Extraction" | "Hera's Heroes" | "The Last Battle" | "Imperial Super Commandos" | "Iron Squadron" | "The Wynkahthu Job" | "An Inside Man" | "Visions and Voices" | "Ghosts of Geonosis" | "Warhead" | "Trials of the Darksaber" | "Legacy of Mandalore" | "Through Imperial Eyes" | "Secret Cargo" | "Double Agent Droid" | "Twin Suns" | "Zero Hour"
Season 4
"Heroes of Mandalore" | "In the Name of the Rebellion" | "The Occupation" | "Flight of the Defender" | "Kindred" | "Crawler Commandeers" | "Rebel Assault" | "Jedi Night" | "DUME" | "Wolves and a Door" | "A World Between Worlds" | "A Fool's Hope" | "Family Reunion - and Farewell"
Community content is available under CC-BY-SA unless otherwise noted.