The Clone Wars

"The Siege of Mandalore continues to rage."

"The Phantom Apprentice" is the tenth episode of the seventh season of Star Wars: The Clone Wars. It is the hundred and thirty-first episode of the series overall. It was released on April 24, 2020 on Disney+.


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



Ahsoka faces down Maul in the tunnels.

Trapped by Maul and his forces in Sundari's lower levels, Ahsoka Tano activates a beacon on her gauntlet, sending her location to Commander Rex. Though they've never met, the two are familiar with each other, having several "mutual friends" including Obi-Wan Kenobi, whom Maul intended to lure to Mandalore. Maul hoped that Anakin Skywalker would join him, but Ahsoka tells him that the two Jedi had a more important mission. Maul is aware, realizing that the Republic and the Jedi are about to fall much sooner than he thought. Ahsoka asks who will rule in their place. Maul replies that it will be Darth Sidious. Rex and his men soon arrive and fend off Maul and his troops, losing them in the tunnels.

Regrouped back at the Sundari Royal Palace, Lady Bo-Katan Kryze reports to Master Kenobi that the siege goes well thanks to the efforts of the Clone Troopers. However, Maul needs to be captured quickly before their victories are undone. Ahsoka inquires about the name "Sidious" to Obi-Wan, who tells them what the Jedi Council suspects: Darth Sidious is the Sith Master who has played both sides of the Clone Wars from the beginning. Obi-Wan first learned of the name from Count Dooku, though, with Dooku's death at Anakin's hand, the chances of learning more from him are lost. Obi-Wan then suggests that Maul's capture could shed more light on Sidious's identity.


Obi-Wan oversees the progress of the siege with Bo-Katan, Rex, and Ahsoka.

Ahsoka asks if Anakin could support them, but Obi-Wan privately tells her that Anakin is on a special assignment by the Jedi Council to observe Chancellor Palpatine and discern his intentions. Ahsoka is upset that the Council would ask him to spy on his close friend and thinks Anakin would be too. Obi-Wan agrees and hopes that Ahsoka will talk to him. Rex suddenly enters and reports that one of their squads was attacked. Before leaving, Ahsoka asks Obi-Wan to tell Anakin.

At the entry point on the Sundari underlevel C-deck, a clone squad reports that Maul attacked them. One survivor, Sterling, tells Ahsoka that Maul was asking about her and took ARC Trooper Jesse alive, sensing he was older. Deeper in the tunnels, Jesse is held by Gar Saxon and Rook Kast while Maul questions him. Jesse defiantly insists that he won't tell Maul anything. Maul bemusedly reflects that they are both pawns in a larger plan. Unlike all others, Maul will thrive in the chaos soon to come. He then sends Saxon to silence Prime Minister Almec should he cooperate with his Republic captors. Returning to Jesse, Maul uses the Force to probe the ARC Trooper's mind on all he knows about Ahsoka Tano.

The Phantom Apprentice maul-vs-jesse

Maul invades Jesse's mind for knowledge of Ahsoka Tano.

At the Sundari prison, Bo-Katan, Ahsoka, and Rex question Almec. He tells them that neither escape nor victory were part of Maul's plan, that he was instead consumed with dread over something yet to come. Ahsoka asks if Maul ever mentioned the name "Sidious." Almec only ever heard Maul mention another name, though refuses to say who. When Bo-Katan threatens to "help him remember," Almec begins to confess, only to be cut short by two sniper shots fired by Saxon. While Bo-Katan pursues him, Ahsoka tells Rex to get a medic. Almec says in his final moments that Maul had a vision about one named "Skywalker." Meanwhile, Bo-Katan fights with Saxon in the elevator shafts. She is able to match his attacks until he pins her under a descending turbolift. Bo-Katan is able to stop the lift and free herself, but not before Saxon escapes.

Saxon returns to Maul to find him in holo-conference with the other Shadow Collective leaders. Kast tells him that Maul is ordering the syndicate heads into hiding. Maul then thanks Saxon and Kast for freeing him from Sidious's prison and rallies the Mandalorian Super Commandos, saying that the galaxy will soon be remade and promising that they will fight and die as the warriors they deserve to be.


Maul greets Ahsoka, Rex, and Bo-Katan from the throne.

On the surface, the clones escort the civilian population of Sundari into shelters, much to the discontent of the Mandalorian people. Ahsoka insists that the Republic occupation will only last until Maul is captured. But upon returning to the throne room, Ahsoka, Rex, and Bo-Katan are greeted by Maul himself, seated on the throne. Bo-Katan attacks, but Maul repels her with a Force choke. He claims that he wishes to deal with Ahsoka alone and, as a show of good faith, releases Jesse back to his comrades. Saxon and his forces attack just outside the palace, drawing Rex and Bo-Katan away.

Meanwhile, Maul shares with Ahsoka what he learned about her from Jesse: that she was driven away from the Jedi by the Council's hypocrisy and they were both tools of a higher power. Maul offers to help her stop Sidious before his plans for galactic domination come to fruition. Ahsoka agrees, as long as Maul answers one question: why did he see Anakin in his vision? Maul replies that he wanted to draw Anakin to Mandalore to strike him down; he saw that the Chosen One's destiny was to be Sidious's new apprentice. Ahsoka refuses to believe it and ignites her lightsabers. Maul draws his own, deciding to give the padawan "one last lesson."


The Nite Owls rush to the defense of the 332nd.

The firefight outside intensifies, with the 332nd Company losing ground to Saxon, Kast and their forces. Before they are overrun, however, Bo-Katan arrives with the Nite Owls and turns the tide. During the lightsaber duel at the palace, Maul tells Ahsoka that she has Kenobi's arrogance. Ahsoka slyly replies that it's one of the many traits she inherited from her masters and Force pushes Maul out of the palace. Ahsoka spots him scaling Sundari's upper support frame and pursues.

Saxon desperately requests reinforcements from Maul, but the fallen Sith leaves his forces to die. Commander Rex and his men then capture Saxon and Kast, while a Gauntlet Fighter arrives over Sundari to retrieve Maul. Before he can escape, Ahsoka catches up to Maul and their duel continues. Maul tells her that he wanted to destroy Sidious before he could claim power, but Ahsoka knows Maul would only fill his place. Cutting the support beam she stands on, Maul disarms Ahsoka and corners her perilously high over the city. He makes one final offer: join him or die. Ahsoka refuses, and as Maul attempts to strike the killing blow, she catches him off balance and throws him over the edge.


Ahsoka stands in the aftermath of the siege.

Republic gunships fly up to assist while Ahsoka holds Maul mid-air with the Force. Desperately screaming that they are all about to die, Maul is bound by the Mandalorians and stunned by Rex, and is taken into custody. Ahsoka looks up at the opening in Sundari's dome in uncertainty.





Created by

Executive Producer and Supervising Director

Directed by

Written by

  • Dave Filoni

Score by

Original Star Wars Themes & Score by



Associate Producer

Original Series Casting by










Behind the scenes[]

"The Siege of Mandalore continues."
  • In a similar vein to the previous episode, this episode opens with the "A LUCASFILM LIMITED Production" card, followed by the red variation of the logo, and then the title of the episode, "Part II - The Phantom Apprentice". A new piece of music plays during the intro, and there is no newsreel or moral for the first time in the series.
  • Maul's capture in this episode differs slightly from its depiction in the novel, Star Wars: Ahsoka. In the novel, Ahsoka and Maul converse briefly before crossing blades, only for Maul to become trapped behind a ray shield. In the episode, Maul is captured by Ahsoka holding him with the Force while Rex stuns him.
  • Ray Park reprises his role as Maul from Star Wars: Episode I The Phantom Menace via motion capture for the lightsaber duel, while Lauren Mary Kim provided Ahsoka's choreography. This was the first and only time motion capture technology was successfully used in the series.

See also[]