S4 E7

The Battle of Umbara took place in the second half of the Clone Wars, when Republic forces launched an invasion against the Umbaran Militia and their allies, the Separatists, in one of the most prolonged campaigns of the war.

Known Participants





High Jedi General Obi-Wan Kenobi General Ennodius
Jedi General Anakin Skywalker (Early battle) General Farr-Nees
Jedi General Saesee Tiin Tactical Droid Commander (Destroyed)
Jedi General Pong Krell (Killed) Umbarans
Jedi Commander Ahsoka Tano Vulture Droids
Jedi Commander Barriss Offee Tri-Fighters
Admiral Wullf Yularen B1 Battle Droids
Commander Cody
Captain Rex
Sergeant Appo
ARC Trooper Fives
Hardcase (Killed)
Waxer (Killed)
501st Legion
212th Attack Battalion
AT-RTs Umbaran hover tanks
LAAT Gunships Umbaran starfighters
Z-95 Headhunters Impeding Assault Tanks
Y-Wing Bombers Umbaran MHCs
Venator-class star destroyers Droid Supply Ship
Acclamator-class assault ships Separatist dreadnoughts
Banking Clan Frigates
Separatist Destroyers


  • Republic victory
    • Separatists pushed out of the system
    • Umbaran capitol and all other strongholds taken by the Republic


Grand Army of the Republic


  • Numerous clones
  • Many AT-RTs
  • At least one LAAT gunship
  • Many Z-95 Headhunters
  • Many Y-Wing Starfighters
  • Pong Krell

Confederacy of Independent Systems/Umbaran Militia

Very heavy



Padmé finds Senator Deechi dead.

After Senators Mee Deechi of Umbara and Halle Burtoni of Kamino proposed a piece of legislation to expand the Grand Army of the Republic adding funding for an additional five million clone soldiers. The Galactic Senate's anti-war coalition lead by influential Alderanian Senator Bail Organa opposed the measure. After Deechi and Burtoni succeeded in securing funds for this new addition to the Republic military Rodian representative Onaconda Farr tried and failed to reduce the size of the Grand Army. Angered over the anti-war bill's failure and Senator Farr's dealings with the Separatists Senator Lolo Purs murdered Onaconda and attempted to place the blame on Deechi. In the end Purs would kill Deechi as well outraging the Umbarans who subsequently withdrew from the Republic to join the Separatist Confederacy.

The Battle

Space Battle


Barriss Offee and Ahsoka Tano lead the fighter assault.

After the death of Senator Deechi, the angry Umbarans departed from the Republic and joined the Separatists, taking with them their technology. The Jedi Council sent Anakin Skywalker, Obi-Wan Kenobi, and Saesee Tinn to take back the planet and keep it under Republic control. Republic cruisers arrived in Umbara system and the Republic Air Strike Team led by Jedi Padawans Barriss Offee and Ahsoka Tano attacked Separatist blockade over the planet. Obi Wan's and Skywalker's Republic Cruiser got

A briefing before landing on the surface of the planet

through the enemy defenses and the two decided to launch a heavily armed gunship attack force. R2-D2 showed the holographic map of Umbara's surface while Kenobi explained the plan. Masters Tiin, Krell and Kenobi would attack the Umbaran forces from south while Anakin's battalion would move in from the north and destroy the enemy reinforcements. Obi-Wan then explained the importance of taking over the capital city, while Anakin warned his troops about the local militia. Kenobi advised Skywalker to remember the importance of his battalion's success knowing that if the local militia wasn't defeated the capital would never surrender.

Landing on the surface


Gunship rain

After Obi-Wan Kenobi explained the plan, Anakin Skywalker and his battalion started to land on the planet. Some of Z-95 Headhunters escorted the gunships before being attacked by Umbaran Starfighters. Hawk, then warned General Skywalker that he turned the lights off, hoping he wouldn't over shoot their landing site. Once close enough, the gunship started deploying ARF troopers in their AT-RT vehicles. Anakin, Rex, and the 501st started to march on Umbaran militia and soon the enemy was outnumbered and many of their hover tanks were destroyed by ARF troopers. While Republic forces were resting, an electric bug killed some troops and the Umbarans ambushed them from behind. Anakin ordered the men to retreat as Odd ball and a Y-Wing squad bombed the trench. After that, General Pong Krell to inform Anakin he must return to Coruscant from the Supreme Chancellor. Once Anakin left, Krell expected Rex to stand in position. Rex and Krell didn't have a good relation. Krell's battalion marched for a long time and were getting tired. Rex tried to convince him that the soldiers need rest but he obliged. Later Krell ordered a frontal assault on the Umbaran city. Clones Oz and Ringo were killed by mines and soon after the Umbarans attacked the exposed patrol. Rex got the men organized and pushed the enemy back. Krell told him the entire plan has been compromised and Fives defended Rex

The Umbaran surprise attack

telling him that he saved this platoon. Krell told him to stand down. Rex, now infuriated with Krell, told him that they didn't lose clones in that attack they lost men. Krell told him about how he admires some of his leadership traits. Seconds later the Umbarans launched a counter attack.

Taking the airbase

General Pong Krell soon joined Captain Rex and his battalion in their fight against the locals when Obi-Wan contacted him. He told him that the capital was too well fortified and an airbase was supplying the Umbarans and giving them air support. Obi-Wan once more explains to Krell how important his battalion is, and the

Krell talking to Obi-Wan regarding the Umbaran airbase.

holographic message finished. Krell told Rex to prepare all troopers for a march on the airbase. While they are standing on the hill in front of the enemy airbase, Krell orders troopers to march straight ahead, going down the main road. Rex noted how dangerous for his men that will be, but the Jedi didn't listen. Krell explained to him what importance his battalion has and that they don't have time for finding another way to the enemy base. When all the troopers and AT-RTs arrived to the bottom of the hill, Rex explained the plan to the others. Clone troopers than spoke out against Krell's command telling that he is trying to get them all killed and only Dogma agreed with the plan. Fives spoke against Rex and Krell's plan too telling that Anakin Skywalker was always with his men. Rex then talked to Fives, telling him that Krell was famous for many victories during the Clone Wars, but Fives still didn't agree. Rex then said that they are all soldiers and that they must listen to their commanders. They soon engaged Umbaran militia forces in front of the base and fought against their heavy cannons and other weapons they've never seen before. They were attacked by three Impeding Assault Tanks, and almost all died while trying to destroy them. Meanwhile, Pong Krell and Sergent Appo with the rest of the battalion were all watching from the top of the hill. Battalion moved towards the airbase and they were soon attacked by heavy cannons. Attacked by the cannons, troopers were outnumbered and they hid behind the trees and rocks. Pong Krell then

Hardcase and Fives destroying heavy cannons

asked Captain Rex what they were doing via the hologram. Rex asks if Krell would bring some reinforcements, but Jedi Master denied it and he orders them not to fall back. Rex then told Kix to hide all the wounded while he and others will try to destroy the cannons. Fives and Jesse the spoke out again telling Rex that they have to find another way. Rex then asks the ARC trooper if he has any ideas, but Fives didn't have any. They attacked the cannons, but with no success. Then, Rex got an idea of taking over enemy starfighters and using them to destroy the cannons. Krell didn't agree and ordered Rex to continue their attack, threatening to remove him from his position. While the rest of the force pressed on, Fives and Jesse then arrived at the sight of the battle and destroyed all the enemy cannons. Krell, still watching the battle, told Sergeant Appo that their defenses were down and send in the rest of their forces. They soon took over the airbase and captured the remaining Umbaran soldiers, due to Fives and Hardcase.

Joining the air strike team


The Separatist fleet defends the Supply Ship over Umbara.

Obi-Wan congratulated Krell for his battalion's success on taking over the airbase, but then told him that the battle was not going well as a Separatist Supply Ship was directly supplying the capital with Long Range Missiles. The transmission was suddenly cut, and Krell stated the Umbarans then jammed the Republic transmissions and ordered Rex to prepare troops for the march on the capital. When clones heard the news, Fives told Rex that they would not last if they battled against the missiles. Hardcase and Tup agreed with Fives, but Rex told the troopers that Krell's plan of attack was the only option. Despite their protests that Krell didn't have any respect for them. Also, with Jesse having cracked the Umbaran hardware, they could utilize starfighters in the battle against the capital. Rex then talked to Krell again regarding Fives's plan, but Krell still denied him. But Hardcase, Fives and Jesse were learning how to fly the fighters, and Fives decided it was time to put the mission and, therefore, the troops' lives into their own hands.

Their first flying practices resulted in Hardcase destroying one of the hangar doors. Hardcase created the excuse to Krell that it was an enemy security feature, and Krell deemed the fighters unfit for their use and ordered them locked down. Later, as Rex and his men were patrolling in the forest near the airbase, Fives, Jesse and Hardcase arrived and told him that they would initiate their attack on the supply ship; Rex allowed it, but warned them he could take no responsibility when Krell discovered it. Meanwhile, Dogma noticed that the three of them were not present in the barracks, and convinced Tup to warn Krell. When the base's flight officer reported the team's launch to Krell, he confronted Rex, who told him he was the one who allowed their launch for reconnaissance of the route to the capital city. Krell allowed it, and Rex discourage Dogma and Tup reporting to him. As Hardcase, Jesse and Fives joined the space battle, the other Umbaran starfighters believed they were Umbaran as well, giving them the opportunity to reach the enemy supply ship and pass into the main hanger.


A battle droid sees Hardcase in a starfighter

They were attacked by B1 Battle Droids who realized who they were in the hanger and the supply ship's commander ordered the reactor core to be ray shielded and all security systems strengthened. Hardcase then got out of his fighter, detached his fighter's missile launcher, and got to the main generator room. He then ordered Fives and Jesse to get out of the ship. They narrowly escaped before the supply ship exploded, resulting Hardcase's death.



Dogma leads Fives and Jesse's execution.

When Jesse and Fives arrived back to the surface, they found Krell furious that they didn't listen to his orders. He then ordered them to be executed. Dogma led the execution team, but Fives spoke out to the squad, stating that Krell's commands were out of order. Dogma ordered the squad to fire regardless, but they intentionally missed and Rex subsequently ordered the two prisoners to be released. Krell was enraged upon learning this, but he only ordered the prisoners to be returned to the brig upon learning of an Umbaran counterattack in which the enemy seized clone trooper weapons and armor to disguise themselves with: Krell had Rex and his men move to intercept the advance immediately.

Attack on the brothers

Pong Krell told Captain Rex and his battalion that Umbarans are possible disguised as clone troopers and while they were patrolling in the forest they were attacked by them. The soldiers of the 501st exchanged fire with the "enemy", having losses on both sides. While Rex was making his way forward, he spotted one of the dead "enemies" and removed the helmet of the corpse. Rex was thrown back, horrified that it was not an Umbaran, but a clone trooper. Rex ran into the middle of the firefight, yelling at both sides to stop shooting. Rex threw his helmet off and tackled another clone to remove his

Clones realize they were battling each other.

helmet, revealing that they were killing their own men. Kix caught up with Rex and brought him to the platoon leader, Waxer who'd been shot during the firefight. Waxer reveals to Rex that Krell had sent them to the area and said that the Umbarans had clone armor and weapons. After revealing that Krell had betrayed the clones, Waxer died, shedding one tear. Furious with Krell betraying them, Rex got his men and the survivors of Waxer's platoon to help him arrest Krell for what he did.

Hunting Krell

When they returned into the airbase Krell was already waiting. Clone troopers told him to surrender, but he then attacked them with his two double bladed lightsabers and the Force push. After he killed few of the clones he broke the window and jumped out of the communication tower. The clones went after him, while Krell destroyed others that stayed in the yard. Krell escaped and clones wanted to go after him but Dogma stopped them. He told them that he was going to shoot one of them if they didn't stop hunting the General. Rex told him to stand down and after few seconds he did it and was taken to the prison where they kept captured Umbarans.

Clones battling against Krell in the forest

They soon found Krell in the forest, but most of the clones were killed by his power. He slayed them and laughed at Rex and his clone troops, telling him that he had to listen what Fives thought of new general. However, Tup set Krell a trap so that he could be attack by the Umbara-native predator, a Vixus. Krell was caught by the evil plant and was almost eaten, but he used his lightsabers to destroy it. Plant leaved him and he fell on the ground. Troopers shot the plant and then when Krell wanted to get up Tup shocked him. Rex congratulated Tup for what he has done and then took Krell to the prison.

Execution of the General


Rex preparing to execute Krell

"A new power is rising. I've foreseen it. The Jedi are going to lose this war, and the Republic will be ripped apart from the inside! In its place is going to rise a new order, and I will rule as part of it!"
"You're a Separatist!"
"I serve no one's side. Only my own. And new master."
"You're an agent of Dooku."
"Not yet, but when I get out of here I will be. After I have succeeded in driving the Republic from Umbara, the Count will reward my actions! And make me his new apprentice."
―Krell reveals his traitorous intentions to Rex[src]

In the detention block of the airbase, Rex, Jesse, Fives and Tup questioned Krell as to why he had performed such sinister actions. Krell responded that it was simply because he could do it and that he wanted to, revealing he was planning to sabotage the Republic invasion of Umbara to gain Count Dooku's favor. Krell also told the clones that he had seen, in a vision, that the Republic would lose the Clone Wars and would be destroyed from inside, being replaced by an even greater power. This then lead Dogma, now outraged, watching from the adjacent cell, to tell Krell that he trusted him; Krell replied that he was the biggest fool in the battalion. Rex informed Krell that he would face trial for his crimes against the Republic. But Krell was not concerned—he knew the Umbarans would launch a counteroffensive and retake the base, freeing himself.


Dogma executes Krell with Fives's sidearm.

Rex and the others returned to the surface, whereupon sergeant Appo informed him that their transmitter was repaired, having been sabotaged by Krell, and that they received word that General Kenobi's battalion had captured the capital, but the Umbaran renegades were moving to retake the airbase as Krell had said. Rex ordered all troops to prepare for a full-scale attack. Fives warned him that if Krell came into contact with the Separatists, he would turn over all their intelligence, ultimately crippling the Republic war effort.

Rex agreed and decided to execute Krell. When they arrived in the cell block, Rex raised his sidearm, but hesitated. The Dark Jedi began to taunt Rex when he saw that he couldn't kill him. But Dogma then took one of Fives's pistols and shot Krell through the back, as vengeance for betraying his brothers.

Taking the Capital


Rex pondering what will happen to the clones after the end of the war.

Meanwhile, Obi-Wan Kenobi and Saesee Tiin with Commander Cody and his clone battalion had routed all remaining Umbaran strongholds and secured the entire planet. After the battle was over and Krell was killed, Kenobi deployed LAAT Gunships to the airbase for support, also being used to transport Dogma away. Despite the victory and an end to the campaign, Rex and many other troopers were still troubled by what Krell had done.

Behind the Scenes

The Battle of Umbara is the third major battle of the Star Wars: The Clone Wars series, the first being the Battle of Ryloth and the second was the Second Battle of Geonosis.


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