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"The Honorable Ones" is the twenty-eighth episode of the Disney XD animated series, Star Wars Rebels. It premiered on February 24, 2016 and is the fifteenth episode of the second season.


The Rebels have been sent on a mission to investigate Imperial construction module orbiting Geonosis. Rebel intelligence received word that the Empire was conducting mass constructing over the planet, but with no clue of what they were constructing. The Rebels arrive at Geonosis and discover the entire planet is completely lifeless. This leaves them concerned, especially Zeb. None the less, the Rebels proceed with their investigation and board one of the construction modules. Kanan, Sabine, Ezra, and Zeb go in to check things out while Hera, Chopper, and Rex stand by with the ship in case anything happens. The Rebels find the entire facility to be abandoned, which makes Zeb uneasy. He has this gut feeling that all this might be a trap, and he is proven right when Imperial forces show up without warning, led by Agent Kallus.

Rebels Season Two - Mid-Season 52

Ambushed by Agent Kallus.

Kanan, Ezra, and Sabine take on the Stormtroopers, and Zeb engages Agent Kallus in a Bo-Rifle duel. During the fight, an Imperial droid attempts to lock down all doors to the hanger, only to be stopped by Chopper. He defeats the astromech and reopens all the doors, allowing Kanan, Ezra, and Sabine to retreat back to the Ghost. Zeb however continues to battle against Agent Kallus. His fellow Rebels wait for him to return to the ship, but Zeb orders them to take off without him as he plans to get out by escape pod. Zeb makes it to an escape pod, and just as he begins the launch sequence, Agent Kallus comes up from behind. He tries to stop him from escaping, and soon the two of them engage in a fight as the escape pod launches and heads for Geonosis. In the midst of the fight, Kallus is kicked against the controls, which causes severe damage. The escape pod loses a thruster and goes off course, heading for one of Geonosis’ moons. Kallus tries to gain control but it is no use. Soon the escape pod loses all thrusters and heads straight down towards the moon’s surface. It crashes through a floor of ice and finally touches down inside a cave. The impact leaves Zeb and Agent Kallus out cold. Meanwhile, the Rebels are under attack by TIE Fighters and Walkers. The TIES chase the Ghost around the construction module, and are shot down one at a time. The last TIE is shot down when it chases the Ghost through the hanger bay and collides into an attacking walker. With their attackers defeated the Rebels head towards Geonosis to find Zeb, unaware that he actually crashed on one of the moons.

On the moon’s surface, Zeb regains consciousness and so does Agent Kallus, who has a broken leg. Despite being enemies, Zeb helps Agent Kallus out of the escape pod and sets up a power generator to keep them both warm. As Zeb salvages a damaged transponder from the escape pod, the two of them hear strange noises coming from the darkness around them. They may not be entirely alone on the moon.

The Honorable Ones 05

Trying to stay warm around the power generator.

As time passes, both Zeb and Agent Kallus are around the generator trying to keep themselves warm as the cold temperatures continue to drop. Zeb manages to fix the transponder, and has adjusted the frequency making it possible for anyone to pick up its single. Suddenly the generator’s power cell freezes. Zeb and Agent Kallus no longer have anything to keep them warm. However, Zeb spots something glowing. It is a small glowing meteoroid which is exposing heat, and gives it to Agent Kallus to keep warm. Suddenly they hear those strange noises coming from the darkness again, and in spite that the transponder is fixed it cannot send a transmission through the ice. So Zeb decides to take the transponder to the surface by climbing out through the hole they came in. After a few failed attempts in climbing the walls, a huge vicious creature emerges from the dark and attacks Zeb. Kallus grabs his bo-rifle and assists Zeb in fighting off the beast. They manage to force it back into the darkness, but guarantee it will be back with friends. Both Zeb and Kallus agree that if they are going to survive this predicament they are going to have to put aside their differences and work together. As Zeb bandages Kallus’ broken leg, he learns from Kallus that the bo-rifle he carries was not taken as a trophy, it was given to him by the lasat guard he faced during the Empire’s massacre on Lasan. By tradition, when a Lasat warrior is defeated by a superior opponent he gifts him with his weapon. Kallus assures Zeb that what happened on Lasan was nothing personal, he was just following his duty. He then brings up his first unit. He and his men were deployed to Onderon to bring security and peace. They were on a routine patrol until they were attacked by a Rebel cell led by a Lasat mercenary. Helpless, he watched the leading Lasat kill off his injured unit with no chance of defending themselves. Kallus was spared, but for unknown reasons. In Zeb’s eyes, he shows a little pity for Kallus, but remains beside his grudge for what the Empire did to his home world. Kallus and Zeb then decide to have another go at climbing out, only this time Kallus tells Zeb to climb up the pillars instead of the walls.

The Honorable Ones 11

Zeb and Kallus climbing to the surface.

After throwing his rifle, and the transponder to the surface, Zeb begins climbing the pillars with Kallus on his back. Suddenly, the creature they fought earlier comes back and another shows up. In desperation to reach the surface, Kallus nearly falls only to be saved by Zeb. The creatures below try to snap at them. With a bit of a struggle and working together, Zeb and Kallus make it to the surface and take shelter in a cave. With the transponder now out in the open, it can now send a single. All they can do now is wait for a response. As they wait for help to arrive, Kallus confesses to Zeb that what happened on Lasan was not meant to be a massacre. The Empire was really trying to make an example, and Kallus only took credit for it.

By morning the snowstorm had past. Upon waking up, Zeb and Kallus hear a ship. It is the Ghost. Zeb offers him to accompany him, but Kallus declines and willingly lets him go. Zeb reunites with his fellow Rebels, and Kallus is later found and returns to the Empire. 



The Disney Wiki has a collection of images and media related to The Honorable Ones.


  • The Imperial construction sphere is inspired by early Revenge of the Jedi Ralph McQuarrie artwork of multiple Death Stars being built.
    • The construction sphere is also of the same design as the Imperial complex that dominates Lothal's capital city, further underscoring that world's transformation into a factory for the Imperial war machine.
  • This is Agent Kallus' final appearance in the second season.

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