"Disobedience is a demand for change."
―Jedi Fortune Cookie[src]

"Tipping Points" is the fifth episode of the fifth season of Star Wars: The Clone Wars. It is the ninety-third episode of the series overall. It was released on October 27, 2012 on Cartoon Network.


As a full-scale revolt embroils Onderon, the rebels strike a decisive blow against the planet's Separatist-aligned king. Unfortunately for the rebels, such victory comes at a high price.


In the capital city, Iziz, Ahsoka discretely places holoprojectors in several areas in the city, including the market place while Lux awaits her, mounted on a ruping. Upon activation, the communicators display Ramsis Dendup as he addresses the people about Sanjay Rash and the Separatists' lies, saying he had no knowledge of or part in the movement until he was rescued and that the rebels are not radicals, but liberators for the planet. The speech hastily causes the citizens to revolt against the droid forces in the city as Ahsoka and Lux return to their new rebel base in the highlands of Onderon.

Upon their return, Lux reports that riots have broken out throughout the city, but Steela shows concern towards the safety of the people and states that the battle needs to be drawn away from the city. However, Saw believes that they need to take the battle to the heart of the Separatists' operation which was within the city. But Dendup and Ahsoka agree with Steela, knowing that in the highlands, not only will innocents be out of the line of fire, but they would have a strong advantage over the droids. With that, Dendup appoints Steela to be the commanding general of the rebel army. Just before they depart to prepare for the coming battle, Steela gives Lux a brief kiss "just in case." Though uncertain on how to feel, Ahsoka remembers to put her purpose ahead of her feelings and shows her support to Lux as they leave.

Meanwhile, King Rash grows anxious at the sudden outbreak against his rule, but Kalani has already formulated a plan to take out the rebels and Dendup, which would ultimately destroy the rebellion. The general marshals a group of Droid gunships to lead the Separatist reinforcements.

As the Droid Army draws near, the Onderon rebels, consisting of both insurgents and royal guard members, prepare for a final offensive against them. Saw leads a group of ruping riders to attack from the air, while General Tandin leads the infantry with support of heavy gunners mounted on the backs of faambas, and Steela, Lux and Ahsoka observe from a spire above the battle. The battle begins to lean in the rebels' favor until the droid gunships arrive and begin swiftly breaking their lines. The rebels, both in the air and on the ground attempt to fight back against them, but all their weapons do not phase the gunships' powerful ray shields. Overpowered, the rebels retreat into the highlands which provides them cover against the ground forces, but nothing can protect them against the air attacks of the gunships.

In the midst of the battle, Ahsoka contacts Anakin and Obi-Wan requesting aid. But Kenobi states that it is still an internal affair, therefore the Jedi cannot involve the Republic, and that if their defeat is imminent, she must evacuate as many of the rebels as she can and return to Coruscant. While Ahsoka reluctantly acknowledges her masters, Anakin insists that they send aid, but not in a way that appears as if the Jedi are providing it; there could be another, unallied party providing armed shipments. Anakin then travels to Florrum to enlist Hondo Ohnaka's pirate gang to transport a cargo of rocket launchers illegally. While Hondo is at first intrigued at the reason for the shipment, he agrees.

Back at the rebels' base, nicknamed "the nest", the rebels convene in small groups to avoid the gunships. While Steela, Lux and Saw demand aid from Ahsoka, she informs them she is unable to be involved any further. Just then, Hondo's personal yacht, the Fortune and Glory, flies over and lands nearby. Ahsoka and Lux demand to know Hondo's business. He responds simply by stating he brings a "gift" from Anakin and Obi-Wan: crates filled with Sienar shoulder-launched missiles. Immediately after unloading them, Hondo hastily leaves as a Commando droid patrol attacks. The rebels prepare to attack with their new weapons after dispatching the patrol.

Once the rocket launchers reach the battlefield, they have a resounding effect for the rebels' efforts once Saw downs one of the gunships. Steela orders them to be distributed, but she suddenly receives a message from one of her allies that the nest is under attack. Back at the nest, with two commando droids riding atop, the impending Droid Gunship swiftly mows down the defending rebels as they search for King Dendup. Once Steela arrives, she distracts the gunship, taking it down with her second shot. Dendup and his guards see that help has arrived, but unwittingly run for better cover, being pursued by the pair of commando droids. As Ahsoka and Lux arrive, Dendup has been forced to the edge of a cliff with both his guards killed, but before the last commando droid can reach him, Steela destroys it with an expert shot to the head.

She runs to Dendup to ensure his safety, but back on the battlefield, the rebels overpower the gunships with Saw destroying the final one remaining. It spins out of control and directly into the cliff where Steela and Dendup are. Dendup is pushed to safety, but Steela narrowly avoids falling from the cliff. As Lux attempts to help her, he too slips off the edge, but is caught with the Force by Ahsoka. She begins to do the same with Steela, but the fallen Droid gunship gathers its remaining power to deliver a single shot to Ahsoka's shoulder. The padawan's concentration broken, she stumbles back, losing her grip on Steela who falls to her death below.

Back at the royal palace, King Rash and Kalani report the rebels' counteroffensive to Dooku. The count states he has no further interest in Onderon if it means a prolonged conflict, and, therefore, orders Kalani to transfer the remaining droids to Agamar. Rash protests, but Kalani abruptly shoots him dead. Once the battle in the highlands is over, the rebels mourn the loss of Steela. While Saw blames himself, Lux insists that Steela was aware of the risks and sacrifices that would be necessary to free Onderon. Later, at the palace, with Dendup reinstated as King, the citizens of Iziz, and even Anakin and Obi-Wan, attend Steela's funeral. Lux thanks Ahsoka for her assistance and informs her that Dendup has appointed him senator of Onderon, and that he plans to realign his planet with the Republic, as his mother would have wanted.





Created and Executive Produced by

Supervising Director

Produced by

Directed by

Written by

Score by

Original Star Wars Themes and Score by







External Links

Episode Guide
Star Wars: The Clone Wars | Star Wars: The Clone Wars: The Nightsisters Trilogy | Star Wars: The Clone Wars: Darth Maul Returns
Season 1
"Ambush" | "Rising Malevolence" | "Shadow of Malevolence" | "Destroy Malevolence" | "Rookies" | "Downfall of a Droid" | "Duel of the Droids" | "Bombad Jedi"
"Cloak of Darkness" | "Lair of Grievous" | "Dooku Captured" | "The Gungan General" | "Jedi Crash" | "Defenders of Peace" | "Trespass" | "The Hidden Enemy"
"Blue Shadow Virus" | "Mystery of a Thousand Moons" | "Storm Over Ryloth" | "Innocents of Ryloth" | "Liberty on Ryloth" | "Hostage Crisis"
Season 2
"Holocron Heist" | "Cargo of Doom" | "Children of the Force" | "Senate Spy" | "Landing at Point Rain" | "Weapons Factory" | "Legacy of Terror" | "Brain Invaders"
"Grievous Intrigue" | "The Deserter" | "Lightsaber Lost" | "The Mandalore Plot" | "Voyage of Temptation" | "Duchess of Mandalore" | "Senate Murders" | "Cat and Mouse"
"Bounty Hunters" | "The Zillo Beast" | "The Zillo Beast Strikes Back" | "Death Trap" | "R2 Come Home" | "Lethal Trackdown"
Season 3
"Clone Cadets" | "ARC Troopers" | "Supply Lines" | "Sphere of Influence" | "Corruption" | "The Academy" | "Assassin" | "Evil Plans" | "Hunt for Ziro"
"Heroes on Both Sides" | "Pursuit of Peace" | "Nightsisters" | "Monster" | "Witches of the Mist" | "Overlords" | "Altar of Mortis" | "Ghosts of Mortis" | "The Citadel"
"Counterattack" | "Citadel Rescue" | "Padawan Lost" | "Wookiee Hunt"
Season 4
"Water War" | "Gungan Attack" | "Prisoners" | "Shadow Warrior" | "Mercy Mission" | "Nomad Droids" | "Darkness on Umbara" | "The General" | "Plan of Dissent"
"Carnage of Krell" | "Kidnapped" | "Slaves of the Republic" | "Escape from Kadavo" | "A Friend in Need" | "Deception" | "Friends and Enemies" | "The Box"
"Crisis on Naboo" | "Massacre" | "Bounty" | "Brothers" | "Revenge"
Season 5
"Revival" | "A War on Two Fronts" | "Front Runners" | "The Soft War" | "Tipping Points" | "The Gathering" | "A Test of Strength" | "Bound for Rescue" | "A Necessary Bond"
"Secret Weapons" | "A Sunny Day in the Void" | "Missing in Action" | "Point of No Return" | "Eminence" | "Shades of Reason" | "The Lawless" | "Sabotage"
"The Jedi Who Knew Too Much" | "To Catch a Jedi" | "The Wrong Jedi"
Season 6
"The Unknown" | "Conspiracy" | "Fugitive" | "Orders" | "An Old Friend" | "The Rise of Clovis" | "Crisis at the Heart" | "The Disappeared, Part I" | "The Disappeared, Part II"
"The Lost One" | "Voices" | "Destiny" | "Sacrifice"
Star Wars: Darth Maul: Son of Dathomir ("The Enemy of My Enemy" | "A Tale of Two Apprentices" | "Proxy War" | "Showdown on Dathomir")

Crystal Crisis on Utapau ("A Death on Utapau" | "In Search of the Crystal" | "Crystal Crisis" | "The Big Bang")
Star Wars: Dark Disciple ("Lethal Alliance" | "The Mission" | "Conspirators" | "Dark Disciple" | "Saving Vos, Part I" | "Saving Vos, Part II" | "Traitor" | "The Path")

Season 7
"The Bad Batch" | "A Distant Echo" | "On the Wings of Keeradaks" | "Unfinished Business" | "Gone with a Trace" | "Deal No Deal" | "Dangerous Debt" | "Together Again"
"Old Friends Not Forgotten" | "The Phantom Apprentice" | "Shattered" | "Victory and Death"
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