Led by Ezra, the Rebels are on a mission to break Hondo Ohnaka and his partner, Tabra, out of an Imperial prison, who has some vital information for the Rebellion. Breaking into the prison and breaking Hondo and Tabra out goes as planned, but they are eventually spotted and pursued by imperial forces. The Rebels retreat to the landing platform, but is being patrolled by Stormtroopers and a Walker. They lose Tabra in the process when he tries to flee for it alone. The Rebels take cover behind creates as the Walker opens fire on them. At the moment they find themselves cut off, but Ezra uses The Force to mind control the Walker Pilot to attack his fellow Stormtroopers, giving them the clearance they need to reach the landing platform. Hera shows up with the Ghost and the Rebels jump aboard as it flies beneath them. The Rebels escape and the mission is accomplished with only one casualty.
Meanwhile, word of the Rebels attack at the prison is reached by Grand Moff Tarkin and Governor Pryce. They both agree this act could be the beginning of a larger Rebel threat. Governor Pryce recommends they assemble the Seven Fleet to handle the Rebellion.
After returning to Atollon, Hondo has yet to give them the information they want but in exchange for a ship of his own. The Rebels are willing to agree on his terms if the Intel he has is valuable as he claimed. Then Hondo moves on and presents the planet Yarma which houses an Imperial salvage yard known as Reklam Station. According to Hondo, the yard is holding old Republic Starfighters, specifically Y-Wings, that are being dismantled for scrap. The Rebels see this as an opportunity in forming a strike fleet if they could steal a squadron of Y-Wings from that yard. One capable of their next objective: the destruction of the Empire’s factory on Lothal. But before they can make a heist, they need to scout it first. Commander Sato puts Ezra in charge of this mission and surprisingly promotes him to Lieutenant Commander, following the success of his last mission.
Meanwhile elsewhere, a blinded Kanan is by himself meditating. Through the Force, he hears a voice but is interrupted by Hera who is looking for him. Kanan is already aware that Ezra is doing well, to which Hera agrees on. But despite his accomplishments, Hera also know he still blames himself for what happened to Kanan and Ahsoka. Later, Kanan pays Ezra a visit and upon arriving he discovers that Ezra has been using the Sith Holocron. While Ezra believes it is helping him, Kanan knows otherwise. Knowing how dangerous the path he is tampering with, Kanan takes away the Sith Holocron. After Ezra and his team head out to Yarma, Kanan goes back to meditating and again hears that voice he heard earlier. It says it can help him. Following its instructions, Kanan ventures off through the dry forest in search of the voice who is calling to him. He arrives at the place and is greeted by a being known as The Bendu, a Force Wielder who is neither Jedi or a Sith but in the middle. He was summoned by Kanan’s imbalance presence in the Force. Kanan presents the Sith Holocron to the Bendu and expresses his concerns for his apprentice using it. He is afraid that it is changing him for the worst. The Bendu explains to Kanan that only the temptation of power and forbidden knowledge can make a person either good or evil, not an object. Even the desire to do good can lead some down a dark path. The Bendu then notices the sensor device that is protecting Kanan from the spiders. He asks to take a look at it and suddenly destroys it, allowing the spiders to approach him. In his panic, the Bendu explains that he can help him and teach him how to see in spite of his blindness if Kanan is willing to learn.
Taking the Phantom, the Rebels arrive at the Sereeda Waypoint since they cannot jump directly to Yarma. From where they are they have to plot a new jump. They also have to be quick because they are now in Mining Guild territory, and if they are spotted they will alert the Empire. Unfortunately, they are caught by Mining Guild forces and become surrounded by Non-Imperial TIE Fighters. They demand to know their business for trespassing in their territory, but the Rebels make a run for it. The TIE Fighters give chase. Sabine pulls off a dozen tricks to evade and destroy the pursuing fighters. They leave the pursuing transport ship and jump to hyperspace for Yarma, despite Ezra’s insistance in not leaving any witnesses.
Meanwhile, Grand Moff Tarkin, Agent Kallus, Governor Pryce, and Admiral Konstantine are brought together to meet Grand Admiral Thrawn. Getting down to business, Thrawn observes Pryce’s theory about the Rebels in the Lothal Sector. He brings up Hondo’s prison record and the events that just occurred in the Sereeda hyperspace waypoint. While to some they seem unrelated, Thrawn points out that Hondo’s cellmate was a labour at their fighter reclamation plant in the Yarma System, one jump away from the Carita attack. By following this line of reasoning, Thrawn believes that the Rebels intend to raid the plant and steal fighters for their fleet, increasing the Rebellion’s threat to the Empire. However, Thrawn has a plan to destroy the Rebels.
The Phantom soon arrives in the Yarma System. So far they do not detect any Imperials ships on patrol or any signs of the Reklam Station. They head down into the atmosphere, and soon find themselves in sight of the station. They detect fifteen Y-Wing bombers at the station and intact, but are currently being destroyed. Ezra says they should hijack them while they have the chance, but is reminded that their assignment was to recon the station. Despite everyone’s objections, Ezra insists on going in and no more is said. As they head down, they alert a squadron of dismantler droids. They pursue the Phantom and each time they cling onto the ship the Rebels shoot them off. But the Droids cause some damage to the Phantom that causes them to fall into the storm below. The last dismantler droid is destroyed by the lighting and Sabine manages to pilot the Phantom out of the storm and dock with the station.
The Rebels soon find themselves on the station and gain some assistance from labour Ugnaughts who are willing to steal the Y-Wings in exchange for liberation. They first shut down the conveyor belt that is moving the Y-Wings to the dis-integrator, claiming to the Imperials that it is malfunctioning and is being repaired. However, they are unable to fly the Y-Wings out because they have no fuel in them. So now they have to refuel them.
Meanwhile, The Bendu is teaching Kanan how to see things through his other senses. Following the Bendu’s guidance he finds himself surrounded by the spiders and for some reason they do not attack. Still following the Bendu’s teachings, Kanan sees fear through the Force, but it is not Ezra’s or the spiders, it is himself. Kanan’s connection to the force allows him to see things that others cannot, and for him he sees his own fear, grief, and anger, resulting him becoming distant from everyone and the force. Understanding the Bendu’s teachings, Kanan leaves. He states that his apprentice needs his help and so does everyone else. He also leaves the Sith Holocron with the Bendu.
Back at the Reklam station, the Imperials become aware that the Rebels are alive and refueling the Y-Wings. Admiral Titus orders a squadron to attack them, have the conveyor resume operations and have the fighters locked down. They even lock out all systems. While the Rebels continue refueling the fighters, Ezra and Rex head for the control tower in hopes of releasing the magnetic locks that are holding the Y-Wings. However, they are attacked by another Dismantler droid that takes out Chopper. It then turns its attention to killing Sabine and Zeb. Ezra orders Rex to go back and help them, while he proceeds with his plan to free the ships. He also receives communication from Atollon, and listening in on Ezra’s report both Hera and Sato can tell he has turned his recon mission into a recovery operation. Accompanied by Kanan, the Rebels dispatch the fleet to Yarma. Back at the station, Rex takes out the dismantler droid and saves Sabine and Zeb from a dangling Y-Wing. Ezra makes it to the control tower and demands Commander Titus to unlock the bombers, only to learn that he has sabotaged the control unit and the only way to release them is to cut power through the entire station, which is exactly what Ezra does. With power down throughout the entire station, the Y-Wings are free from the magnetic locks and the Rebels remotely pilot them out and into the air. But as they enter space, the rebels discover that the Y-Wings have no hyperdrive. Possibly removed while they were being dismantled. Suddenly a Star Destroyer emerges from hyperspace and deploys a squadron of TIE Fighters at them.
Ezra meanwhile is still on the station as it begins to blow to pieces. He tries to get to the Phantom but it is destroyed during the commotion. The mission has been compromised and Ezra is in trouble. But suddenly the Rebel fleet shows up just in time, and while Sabine, Zeb, Rex, and Chopper load the Y-Wings onto the carrier, Hera and Kanan head down to the planet to rescue Ezra. The station begins the fall, and Ezra clings onto dear life. But the Ghost shows up and rescues Ezra. During the battle, Governor Pryce, Agent Kallus and Admiral Konstantine receive transmission from Grand Admial Thrawn. Governor Pryce reports to him on the mission status, and when she brings up the number of Rebel ships he orders them to break off their attack and allow them to escape with the bombers. Governor Pryce understands his orders but Admiral Konstantine does not. Governor Pryce assures him that the Grand Admiral has a much larger objective than the capture of a single Rebel cell. Following Thrawn’s orders, the Imperials allow the Rebels to escape.
The Rebels safely return to Atollon, but despite their success in getting the Y-Wings, Ezra remains in trouble for endangering his team, losing the Phantom, and disobeying orders. As punishment, Hera suspends him of his command. As for the Y-Wings, they are going to be delivered to another Rebel unit that is part of a wider Rebellion they are working to build. Later, Ezra apologizes to Kanan for using the Sith Holocron and thanks him for coming back.
- Taylor Gray as Ezra Bridger
- Freddie Prinze, Jr. as Kanan Jarrus, Stormtrooper
- Vanessa Marshall as Hera Syndulla
- Steven Blum as Garazeb Orrelios, Imperial Officer #2, Rebel Soldier
- Tiya Sircar as Sabine Wren
- Dee Bradley Baker as Captain Rex, Kassius Konstantine, Melch, Stormtrooper Guard #1
- Lars Mikkelsen as Thrawn
- Keone Young as Jun Sato
- Stephen Stanton as Wilhuff Tarkin
- Tom Baker as The Bendu
- Jim Cummings as Hondo Ohnaka, Tarba, Imperial officer #1, Mining Guild Captain
- Derek Partridge as Brom Titus
- Mary Elizabeth McGlynn as Arihnda Pryce
- Nika Futterman as Presence
- David Oyelowo as Agent Kallus
- Dave Filoni as Rebel Trooper, Stormtrooper Guard #2
- This is the third Television Movie in the series, followed by Spark of Rebellion and The Siege of Lothal.
- Both Grand Admiral Thrawn and Arihnda Pryce make their debut appearance in this episode.
- The Y-Wing starfighters from the original Star Wars trilogy make their appearance in this episode.
- The Phantom is destroyed in this episode.
- As a wry joke/taunt, the writer who pitched the idea of actually destroying the Phantom shuttle in this episode was nicknamed "The Phantom Menace" for much of the season.
- According to the Rebels Recon featurette for this episode the writers state that about six months of story-time elapsed in the characters' lives off-screen between the end of Season Two and the start of Season Three.
- Most of the characters receive a design change to their appearance:
- Ezra went through a growth spurt so now he is around the same height as Sabine. He also shifted to cutting his hair short.
- Sabine changed the paint scheme of her armor and dyed her hair color once again. Also her armor now has a drawing of the convor owl associated with Ashoka on one of the shoulders.
- More subtly, given that in the last season Hera was officially promoted to the rank of "Captain" in the nascent rebel movement. Starting in Season three she actually wears a rebel captain rank insignia on her shoulder (matching the rank patches from the Original Trilogy).
- Zeb is mostly unchanged but part of his costume has a little drawing of the Joopa that nearly ate him back in Season Two.
- Kanan has been blinded, and wears a protective mask with a visor down over his eyes to cover his wounds.
- A scrapped line had Hondo reacting to Terba being shot into the sky by remarking breathlessly "they can fly!" (i.e. Ugnaughts look like pigs, a pig flying).
- The mention of General Dodonna in this episode directly confirms that the half-dozen Y-Wing bombers were going to be delivered to in fact the same General Dodonna who commands the hidden rebel base on Yavin 4 in A New Hope - and confirms that this line was meant to strongly imply that these Y-Wings will one day be part of the very same "Gold Squadron" of Y-Wings that take part in the attack on the Death Star.
- In Ezra's quarters there is a podracing poster just like the one in Anakin's quarters in Star Wars: The Clone Wars.
- The Bendu is introduced in this episode. He is voiced by Tom Baker, famous for his role in the science fiction series Doctor Who as the Fourth Doctor.