"An Inside Man" is the tenth episode of the animated television series Star Wars Rebels' third season.[2] It is the forty-seventh episode of the series overall. It aired on December 3, 2016 on Disney XD.[3]

Official descriptionEdit

Kanan and Ezra infiltrate an Imperial factory on Lothal, making shocking discoveries, while Grand Admiral Thrawn continues his plans to crush the growing rebellion.[2]

Plot summaryEdit

Reunion on LothalEdit

It is nightfall when the Spectres Kanan Jarrus, Ezra Bridger, and the astromech droid Chopper embark on an undercover mission on the planet Lothal's Capital City. The city is under a heavy Imperial occupation and its streets are being patrolled by stormtroopers and AT-AT walkers. Imperial Star Destroyers patrol the skylines. Ezra says that it is worse than their local rebel contact Ryder Azadi reported. As the three rebels are waiting for Ryder, Chopper then spots Ryder's landspeeder being pursued by two Imperial 614-AvA speeder bikes and an AT-DP walker. Ezra and Kanan jump onto Ryder's speeder while Chopper jets his rocket booster.

The rebels almost run into a road block and Ezra and Kanan struggle to cling on to the speeder's engine thrusters. Ryder is forced to do a U-turn. Ezra and Kanan use their lightsabers to cut through the walker's legs, causing it to topple to the ground. Ryder's speeder is pursued by the two speeder bikes on the highway. When Ezra asks about the bikes, Ryder assures him that they don't need to outrun them because they just need to wait for the bikes to get to 190. When Kanan asks what happens if they go up to 190, Ryder tells them to watch and wait. Kanan and Ezra use their lightsaber to deflect the speeder bikes' laser blasts.

True to Ryder's promise, the speeder bikes' engines overheat and explode. Ryder tells his guests that those speeder bikes are from the local Imperial factory and that he and his rebel cell have been infiltrating the factory to sabotage them. When Ezra and Kanan praise Ryder's work, Ryder responds that he borrowed the idea from a friend. The rebels travel to Ryder's stone circle hideout in Lothal's wilderness. There, Ezra encounters an old friend of his family, the farmer Morad Sumar. He observes that the boy has grown and cut his hair. He welcomes Ezra and tells him that his parents would be proud. Morad is joined by his wife Marida Sumar and the Ithorian bartender Jho, who make up Ryder's Lothal resistance.

When Ryder asks Ezra about his plan, Ezra explains that the Phoenix Squadron is enlisting help from another rebel cell to take out the Imperial Armory Complex on Lothal. The Sumars and Jho cheer. When Ryder asks when the strike will take place, Kanan tells him soon but that it depends on what they learn while they are there. Ezra says that his source Fulcrum has told him that the Empire is developing a new weapon. If he knew what it was, the other rebel cells would agree to launch an attack soon. Morad informs me that the Empire has tightened security around Section A2 and transferred the best workers there. When Kanan asks if Morad can get them inside the factory, he asks if Ezra has any manufacturing experience. When Ezra admits not really, Ryder responds that he will just fit right in.

Thrawn's inspectionEdit

Morad and a disguised Kanan and Ezra enter the Imperial factory, which manufactures AT-AT walkers and TIE fighters. Governor Arihnda Pryce, Agent Kallus, and Lieutenant Yogar Lyste have summoned the the workers at the factor for an inspection. Ezra recognizes Governor Pryce as Kallus' new boss. Chopper is also present disguised as an Imperial astromech droid. Kallus tells the workers to look sharp because they have been honored to receive an inspection from Imperial High Command. The inspector turns out to be Grand Admiral Thrawn, who does not regard his visit as an honor.

Thrawn tells the workers that vehicles produced by the Lothal factory have a far higher rate of malfunctioning than those produced at others. He believes that poor craftsmanship is to blame and that it has caused the Empire to lose troops and missions. Thrawn warns that such malfeasance will not be tolerated any longer. Thrawn then summons Morad, who answers to the com number Worker 5473. When Thrawn asks Morad if he had been pressed into the Empire's service, Morad confirms this was so because he had lost his farm. Thrawn also asks Morad whether he takes pride in his work. Morad professes to do so.

Thrawn then tells Morad that the 614-Ava speeder bike on display was the last model that he had personally inspected. He then asks Morad to demonstrate how quickly it can reach full speed. A stormtrooper drags a reluctant Morad to the bike. Ezra tries to intervene but a stormtrooper tells him to fall back in line. Morad starts up the bike while Thrawn uses a simulator to bring it to full speed. The bike's engine begins to overheat and Morad is unable to stop the bike. However, Thrawn is not finished with the demonstration and brings it to full power. The bike explodes and Morad is killed.

Ezra, Kanan, and Kallus are visibly horrified but Governor Pryce smirks. Now that he has gained the workers' attention, Thrawn warns them that whatever they built they will test personally. He predicts their malfunction rate will drop substantially. Ezra tries to confront Thrawn but Kanan holds his apprentice back. Thrawn then orders Kallus, Lyste, and Governor Pryce to ensure that nobody leaves the factory because he wishes to inspect the line for sabotage. Lyste informs the workers that the factory is on full lock down. Kanan tries to contact Ryder to warn Hera about the lock down but is unable to send a signal since the Imperials are jamming it.

Going undercoverEdit

Lieutenant Lyste then orders the workers to form two lines and submit for verification and questioning. A stormtrooper orders the workers to present their ID cards for verification. Kanan and Ezra decide they need to avoid the scrutiny and Chopper, at Ezra's urging, starts a commotion. Chopper starts up a speeder bike which crashes into a barrier. This distracts the Imperials and allows Kanan and Ezra to flee down the hallway. Lyste asks Chopper what is the matter with him and orders the droid to report for maintenance.

Ezra and Kanan flee down the corridor and proceed on their mission to find out what the Empire is up to. Kanan suggests starting with Section A2. Ezra replies that they have to get changed. An an opportune moment, the two rebels run into a stormtrooper and a scout trooper, who remind the workers they have not yet been dismissed. Ezra and Kanan knock out the Imperials and steal their uniforms.

Meanwhile, Governor Pryce asks whether the rebels have infiltrated Section A2 and warns that the secrets of that product are imperative. Thrawn responds that he has ordered anyone trying to enter that area without his personal code to be terminated on site. Thrawn chides Governor Pryce for compromising security by hiring locals. Kallus explains that he could question the workers but that he can't determine whether they are lying without any information on the classified projection. Pryce responds that all Kallus needs to know is that the Admiral has a new fighter initiative. When Kallus responds that he can't see how one fighter can change much, Thrawn responds that victory and defeat are often determined by the smallest details. Thrawn then asks a worker to demonstrate an AT-DP walker, which quickly collapses. Despite the worker's protests, Thawn gestures for his stormtroopers to arrest the man.

Back at Ryder's rebel encampment, he tells Hera that the factory is on full lockdown and that he can't reach Ezra and Kanan. He warns Hera that the new Imperial in charge is pretty thorough and that he has red eyes. Commander Jun Sato, Sabine Wren, and Garazeb Orrelios are also watching the conversation at Chopper Base on the planet Atollon. Hera recognizes the new Imperial officer as Grand Admiral Thrawn. Ryder tells Hera that his team will attack the factory at the east gate in order to distract Thrawn.

Finding the Imperial plansEdit

Meanwhile, Kanan, Ezra, and Chopper hide while stormtroopers admit an Imperial astromech droid into Section A2. Ezra suggests using Chopper to get inside and steal a tape. Howeer, Kanan instead suggests using one of the Imperial astromech droids. When one turns up, Kanan tells the droid that it is in a restricted area and that they need to see his clearance code. When the droid withdraws his clearance code, Chopper electrocutes the droid with his stinger and steals the code. After Ezra tells Chopper to make it fast, the stormtroopers admit Chopper into Section A2.

At his office, Thrawn inspects images of Ezra, Hera, Sabine's Mandalorian graffiti, and a Jedi Temple Guard's helmet. When Lieutenant Lyste and Kallus enter, he asks them about one of Sabine's artworks. Lyste merely remarks that it looks like the section of a retaining wall while the more astute Agent Kallus recognizes it as the markings of the Phoenix Squadron. He identifies the starbird as a creature of light rising in flames and interprets it as a symbol of the rebel's commitment to victory. Thrawn observes that he has seen the starbird markings everywhere on Lothal and speculates that the crew of the Ghost have a special attachment to Lothal and will always return.

When Thrawn asks if they have found any more subversives, Lyste informs him that two of the workers have gone missing after his speech and that they left behind their uniforms. While Kallus is confident they will locate them once they have issued an alert, Thrawn points out that the rebels have already found new disguises and suspects that they are inside the factory to gather more information and escape. When Kallus asks Thrawn whether he thinks that the rebels are more than saboteurs, he responds that the rebels are after the contents of Section A2 and orders Kallus to secure it.

While waiting for Chopper, Ezra and Kanan come across a stormtrooper patrol. A stormtrooper corporal, wearing a black pauldron, asks the two about their business. At that point, Chopper surfaces from Section A2. Ezra claims that he and his comrade mistook Section A2 for Section B17. While the commander doesn't buy it, Ezra and Kanan take advantage of Lieutenant Lyste's visit to order a lockdown to make their escape. The stormtrooper corporal and his men pursue the three undercover rebels. However, they encounter Agent Kallus inside a turbolift.

An unlikely allyEdit

Kallus pretends to take Ezra and Kanan to secure a perimeter. Once inside, Kallus tells the two rebels and Chopper that he knows who they are and warns them not to move. Thinking he is still an enemy, Ezra and Kanan engage Kallus in a fistfight. However, Kallus manages to stop the fight by telling them that he is Fulcrum and states the phrase code "by the light of Lothal's moons." Ezra doesn't believe Kallus at first due to their previous encounters but Kallus manages to convince him by telling him that he saved Zeb on the ice moon Bahryn and that he helped Sabine to escape the Skystrike Academy. Kallus tells Ezra and Kanan that he is trying to save them.

Chopper trusts Kallus but Ezra is suspicious. Kanan tells Kallus to help them get a signal to his friend outside. Kallus and the rebels enter a communications station. Kallus pretends to fight the rebels during the attack. Using their blasters and lightsabers, Ezra and Kanan stun the stormtroopers and another Imperial officer. Kallus tells them that their droid can upload the comlinks from this port and that he will provide the access codes. However, Chopper mutters that he doesn't need them. Kallus remarks that their C1 is pretty efficient. Ezra responds that Chopper would get along with an Imperial spy.

Kanan then contacts Ryder via comlink and asks if he is there. Ryder reveals that he is at the east gate of the factory and tells Kanan to move if they want to get out. Kallus tells the rebels to head to the east exit port where they will find an AT-DP walker that will allow them to escape. With the approval of Kallus, Ezra throws the Imperial Security Bureau agent through the glass monitor board to convince the Imperials that he put up a fight against the rebels. Ezra and Kanan briefly argue but Ezra jokes that they will get another chance now that Kallus is on their side.

Back in his office, Thrawn studies a file on Chopper. He has learnt that an unauthorized droid has accessed the computer in A2 and deduces that the rebels have acquired his plans. However, Thrawn senses that something has changed because the rebels have delayed their escape. He theorizes that the rebels have found an unexpected ally or an expected one. Governor Pryce is unsure what Thrawn is talking about. He explains that the rebels will attempt a different means of escape and that they must adapt their strategy.

Skirmish with the walkersEdit

Lieutenant Yogar Lyste then calls Thrawn to inform him that the rebels are attacking the east gate. He has deployed two AT-AT walkers and asks if he should deploy back-up. Reasoning that the rebel infiltrators will take advantage of the attack to escape, Thrawn replies yes and tells Lyste that they will play the rebels' game. Meanwhile, Ezra, Kanan, and Chopper slip unnoticed into an AT-DP walker behind Lyste's back. When Lyste deploys the walker reinforcements, Ezra and hopes that their walker is one of the "good ones." Outside, the two Imperial AT-ATs march out to confront Ryder's two landspeeders as Loth-cats scurry in the background.

Marida Sumar fires a rocket launcher that damages a nearby Imperial Troop Transport. Ezra and Kanan's AT-DP Walker 216 approaches the AT-AT walkers from behind. When the AT-AT pilot asks what they are doing here, Ezra claims that they are reinforcements. However, Thrawn warns the pilot that Walker 216 is under rebel control and orders his AT-ATs to destroy it. Ezra thinks Kallus set them up but Kanan replies that they will find it out later. Kanan tells Ezra to find cover while the AT-ATs blast Walker 216.

Ryder and Marida spot Ezra's walker under attack and asks if they need help. Ezra manages to move his walker under one of the AT-ATs but the walker proceeds to crush them under its legs. Ezra and Kanan use their lightsabers to cut a hole and board the AT-AT. They and Chopper hijack the walker. Meanwhile, Marida fires another rocket that hits one of the front legs of Ezra and Kanan's hijacked AT-AT walker, causing it topple. Ezra, Kanan, and Chopper escape through the roof of the downed walker.

Ryder is relieved to see that his friend are alive but remarks that he thought that they would have been in the smaller walker. When Ryder asks about Morad, Ezra tells them that he did not make it. Marida bows her head in sadness. She then sees more walkers coming and the rebels flee into the wilderness on their landspeeders.


After escaping back to Ryder's encampment, Ezra, Kanan, and Ryder correspond with Hera, Sabine, Zeb, and a rebel astromech droid via hologram. Sabine has decrypted the data that Chopper has stolen. Hera and Sabine discover that the secret Imperial plans are the blueprints for a new type of TIE Interceptor with shields. Hera notes that TIEs have never been built with shields before. Zeb deduces that this is why the Imperials are keeping this project a secret. If the new TIE fighter is produced in large numbers, Hera and Kanan fear that it will endanger their pilots and the rebellion.

When Hera asks how they managed to get pass Thrawn, Kanan replies that they can thank Agent Kallus because he knew Fulcrum's code phrase. Sabine is shocked that Kallus is Fulcrum while Zeb deduces that he must have "accidentally" recruited him on Bahryn. He reasons that because they didn't kill each other, they are friends now. Still distrusting Kallus, Hera however advises caution with their new "friend" until they know what game he is playing.

Back at Imperial headquarters, Thrawn thanks Lieutenant Lyste for his report and dismisses him. However, Governor Pryce and Agent Kallus stay behind. Thrawn then talks to Kallus and confirms that his encounter with the Jedi was helpful. After analyzing the rebels' escape Thrawn deduces that the rebels had help from someone within the Imperial ranks. When Governor Pryce expresses shock that the rebels have a mole and calls for all Imperial personnel to be interrogated, Thrawn advises patience and warns her that acting out of emotion will not work.

Instead, the Grand Admiral advises them to wait and watch for the spy to make his next move. Addressing Agent Kallus, he tells the Imperial Security Bureau agent that we shall turn an obstacle into an asset. Trying to hide his dealings with the rebels, Kallus feigns loyalty by telling Thrawn that he commends his flawless strategy.



By type 
Characters Creatures Droid models Events Locations
Organizations and titles Sentient species Vehicles and vessels Weapons and technology Miscellanea



Droid models



Organizations and titles

Sentient species

Vehicles and vessels

Weapons and technology



Notes and referencesEdit

  2. 2.0 2.1 2.2 2.3 SWCustom-2011 An Inside Man Episode Guide on (backup link on
  3. 3.0 3.1 TwitterLogo @Tcann13 (Tracy Cannobbio) on Twitter. “Hi @Stephen5228 We have new eps on 11/19, 11/26, 12/3, 12/10 then break for the holidays & back in Jan!”
  4. Star Wars Rebels: The Wynkahthu Job (October 12, 2016).
Season One:
Shorts: 1 · 2 · 3 · 4
1–2 · 3 · 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15
Season Two:
1–2 · 3 · 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18 · 19 · 20 · 21–22
Season Three:
1–2 · 3 · 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12–13 · 14 · 15 · 16 · 17 · 18 · 19 · 20 · 21–22
Season Four:
Episode adaptations
Rise of the Rebels · The Rebellion Begins
Droids in Distress · Ezra's Duel with Danger · Battle to the End
Cinestory comics
Spark of Rebellion · Path of the Jedi
Maul · Grand Admiral Thrawn
Servants of the Empire
Edge of the Galaxy · Rebel in the Ranks
Imperial Justice · The Secret Academy
Young readers
Chopper Saves the Day · Sabine's Art Attack · Zeb to the Rescue · Ezra and the Pilot
A New Hero · Ezra's Wookiee Rescue · The Inquisitor's Trap ·
Hera's Phantom Flight · Kanan's Jedi Training · Always Bet on Chopper
Other Material
Ezra's Gamble · Rebel Journal by Ezra Bridger · Sabine My Rebel Sketchbook
The Ultimate Guide · The Visual Guide · Epic Battles · Comic strips

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