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"Twilight of the Apprentice" comprises the twenty-first and twenty-second, and final, episodes of the second season of Star Wars Rebels. It comprises the thirty-sixth and thirty-seventh episodes of the series overall. It was released on March 30, 2016 on Disney XD.


Ezra, Kanan, and Ahsoka arrive at Malachor, a seemingly dead world and home to an ancient Sith Temple, but they are not alone. Paths cross, destinies change, and fates are fulfilled.


Taking the Phantom, Ezra, Kanan, and Ahsoka arrived at Malachor. They came across a huge henge crater with six stone spires circled in the center. The Rebels landed the Phantom close to one of the spires. Ahsoka noticed ancient writing carved in the stone, and as she tried to read it Ezra suddenly touched it, which caused the ground beneath them to crumble. They fell and found themselves in a huge cave where existed a Sith Temple.

The Eighth Brother attacks.

As the Rebels made their way to the temple, they found themselves surrounded by ruins caused by severe battle damage. They also found old lightsabers and many petrified stone bodies. It looked like the remains of a battlefield. From what Ahsoka could tell, the ancient Jedi Knights attacked the Sith Temple which led to no victory for either side. As they walked on, they were suddenly attacked by an Inquisitor known as the Eighth Brother, resulting in Ezra getting separated by Ahsoka and Kanan. Ezra fell down to another level of the cave and survived. The Inquisitor retreated and Kanan and Ahsoka went after him while Ezra looked for another way to get back to them. Observing his surroundings, Ezra had no clue of which way to go. Just then, he was startled by hooded stranger who appeared to been marooned on Malachor for years. Ezra drew his Lightsaber as the stranger approached him, assuring that he meant no harm. Ezra remained cautious, but after the old man promised to help him find his friends and what he sought he reluctantly allowed him to accompany him. Searching together, the two of them started getting to know one another, and both realized they are after the same thing from the Temple, knowledge. Ezra also discovered that this stranger knew a lot about the ways of dark side, and was once a force wielder who lost everything at the hands of the Sith. Ezra understood his feelings, since he lost everything he treasured at the hands of the Empire. He now seeked justice, and the stranger revealed knowledge on how he could accomplish that. According to him, the temple contained all the secrets of the Sith that have been long forgotten for thousands of years. Secrets that could be used to destroy the Sith.

Ezra and his new associate made to a sealed door that led to their prize. The only way the door could be opened was by two force wielders who embrace the dark side. Ezra’s first attempt to open the door failed, but by embracing his ultimate power by the ways of the dark side, Ezra and the stranger successfully opened the door which led to passage. Once on the other side, the stranger revealed himself to be the Emperor’s former apprentice, Maul.

Surrounded by the Inquisitors.

Meanwhile, Kanan and Ahsoka had captured the Eighth Brother, and had reason to believe that he was not after them. He was after someone else. They tried to get answers from him to no success. Ezra and Maul meanwhile made to a chamber where they discover a Sith Holocron. Working together Ezra managed to retrieve it, but as a result activated something at the top of the temple. Kanan and Ahsoka noticed this, and were suddenly attacked by the Fifth Brother and the Seventh Sister. Kanan and Ahsoka engaged the three Inquisitors, and so did Ezra and Maul. Quickly overpowered by the former Sith Lord and the Jedi, the Inquisitors were forced to retreat. Afterwards, Maul explained to the Rebels that he was searching for the same knowledge that they sought, and insisted they join forces if they were to survive. Knowing the Inquisitors would send word to Darth Vader. While Kanan and Ahsoka showed little trust towards the former Sith, Ezra was more supportive to Maul’s reasoning. So instead of retreating, Kanan, Ahsoka, Ezra, and Maul headed for the temple, despite Kanan and Ahsoka’s reluctance to trust Maul.

Pretty soon, the four reluctant allies reached the Sith temple, and began to make their way to the top. Suddenly they were again attacked by the Inquisitors, in an attempt to get their hands on the holocron. One by one at the hands of Maul, the Inquisitors were defeated and killed, while Ezra made his way to the top of the Temple. Then suddenly unexpected Maul turned on his associates and blinded Kanan with his lightsaber, stating that he wanted Ezra as his apprentice. He also revealed that the Sith temple was actually a battle station which he intended to use to exact his revenge on all his enemies. Meanwhile unaware of the deception, Ezra reached the top of the temple. Blindly following Maul’s given instructions, he placed the holocron inside a device that activated a hidden weapon built into the temple. At this point, Maul saw himself victorious and believed he now had the power and Ezra at his will. Although blind, Kanan re-joined the fight and defeated Maul by sending him off the edge of the temple.

Former Master and Apprentice battle against one another.

Meanwhile, Ezra had discovered Maul's deception and worst of all he was confronted by Darth Vader himself. Ezra engaged the Sith lord in short fight that ended with his lightsaber being destroyed. Vader prepared to kill him, but was halted by Ahsoka. Vader was delighted to finally meet her, and while not adversaries he assured her the Emperor would show her mercy if she cooperated in revealing the location of any remaining Jedi Knights. Ahsoka declined, and stated that there are no more Jedi. After Vader coldly admitted to killing her master, Ahsoka engaged the Sith in a lightsaber duel to avenge his death. At first, the pair seemed to be evenly matched, but Vader gradually drove Ahsoka towards the edge of the temple and then Force-pushed her over the edge. Ezra meanwhile tried to retrieve the holocron, but was unable to do so. But with Kanan’s help, master and apprentice were able to remove the holocron. However, as a result, the temple began to collapse. Ezra and Kanan tried to escape to the Phantom, but Vader tried to stop them from escaping with the holocron. Having survived the fall, Ahsoka intervened and slashed off part of Vader's mask, revealing him to be her former master, Anakin Skywalker. Seeing that he really is her former master, Ahsoka refused to leave him again. For a few moments, Ahsoka's compassion appeared to have reached Vader, but he then shrugged it off; coldly declaring that she would die, he ignited his lightsaber and the pair resumed their battle. As the temple continued to collapse, Ahsoka forced Kanan and Ezra to leave without her. Ezra and Kanan successfully escaped just as the temple exploded, but Ezra was left devastated for leaving Ahsoka behind. Leaving Malachor behind them, Ezra and Kanan returned to the Rebellion with heavy hearts for everyone. Meanwhile, Maul escaped from Malachor using the Eighth Brothers' TIE fighter, and Vader and Ahsoka had survived the temple’s destruction, with Vader limping away from the rubble of the Temple, and Ahsoka stumbling into the remains of the Sith Temple. On the Ghost, Ezra finally succeeded in opening the Sith holocron, something only possible through use of Sith teachings.







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  • This is the third two-part episode of the series, after "Spark of Rebellion" and "The Siege of Lothal".
  • Sam Witwer reprises his role as Maul in this episode, who last appeared on-screen in Star Wars: The Clone Wars.
  • Nika Futterman, the voice of the Presence, also provided the voice of Asajj Ventress in Star Wars: The Clone Wars.
  • During Ahsoka and Rex's conversation on the Phantom, they reference their first conversation with each other in the film, Star Wars: The Clone Wars.
  • This episode marks Vader's last speaking appearance in the series. He does not appear again until Season 4's A World Between Worlds, in which he has no dialogue.
  • The crossguard lightsaber that appears in this episode is a reference to the crossguard lightsaber used by Kylo Ren in The Force Awakens.
  • The petrified bodies that were in the remains of the battlefield on Malachor were inspired by the impression of figures left behind after the devastation of Pompeii.
  • The Fifth Brother, the Seventh Sister, and the Eighth Brother are killed off in this episode.
  • This episode was the first where Hera and Sabine do not have speaking parts (while still appearing in the episode).
  • The writings on the base of the Malachor Sith Temple were also seen on the Lothal Jedi Temple.
  • It was this episode that established the naming system for the Inquisitors
    • The Eighth Brother was the first one named, with the Seventh Sister and the Fifth Brother originally being known as Female Inquisitor and Male Inquisitor. They weren't named until the start of the season.
  • Dave Filoni revealed that Maul was originally going to battle Darth Vader and killed, but it was cut from production on the grounds that it was "too much like fan fiction".
  • Like "Fire Across the Galaxy", this episode was not released on before airing on television.
  • As of this episode, Kanan is blind.
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"