Phantom II The Phantom II was a modified " Sheathipede " - class transport shuttle belonging to the Spectres . It replaced the original " Phantom " , which was lost during the mission to Reklam Station . The Spectres acquired the " Phantom II " during a mission to the planet Agamar , where they encountered a Separatist holdout . After an initial conflict , wherein the leader of the holdout , the droid general Kalani , made the rebels participate in a war game , the two sides teamed up to escape from arriving Imperial forces . The Spectres kept the shuttle , modifying it by cutting down the dorsal fin , adding weapons and an astromech socket , and repainting it . They used it on several missions , including to Concord Dawn and Krownest . Description . The " Phantom II " was a " Sheathipede " - class shuttle in the Separatist military . The shuttle was also capable of traveling through hyperspace . After the Spectres rebel cell acquired the ship , they gave it a new paint job and upgraded it to include hull reinforcements , port and starboard forward cannons , ventral - mounted turrets , and an astromech socket located on the port side of the shuttle . The " Phantom II " was also modified to dock with the VCX - 100 light freighter " Ghost " and served as the mother ship ' s shuttle . Despite its armaments and maneuverability , the " Phantom II " was still vulnerable to small - arms fire . History . The Clone Wars . The " Phantom II " was originally an unnamed and unarmed transport part of the Separatist navy , marshaled by the Confederacy of Independent Systems during the Clone Wars . The vessel was based on Agamar after the Super tactical droid General Kalani was ordered to the planet by Count Dooku . Joining the rebellion . Kalani ' s forces remained in the Agamar system for almost twenty years , avoiding shut down at the end of the war , until his forces were discovered by members of the rebellion . The droid Chopper found and restarted the shuttle while spying on several battle droid s . Chopper informed Ezra Bridger of the vessel , and Bridger had the droid prepare the ship for departure . After realizing that the rebels and the droids were not each other ' s enemies , both parties joined together to successfully escape an Imperial assault . Once Kanan Jarrus realized the ship ' s potential , he decided their stolen vessel would serve as a replacement for the " Phantom " , which was lost at Reklam Station . The new ship was christened " Phantom II " . After the Spectres returned to Phoenix Cell with the ship , the vessel was given a new paint job and upgraded to include hull reinforcements , port and starboard forward cannons , ventral - mounted turrets located adjacent to the boarding ramp , and an astromech socket located on the port side of the shuttle ' s now - shortened dorsal fin . The shuttle was also modified to dock with the " Ghost " as the original " Phantom " had been able to , allowing the ship to serve as the freighter ' s new rear gun . After communication with the Protectors of Concord Dawn was lost , Sabine , Ezra , Fenn Rau , and Chopper , were dispatched to Concord Dawn ' s third moon to investigate the situation . Rau managed to knock Sabine and Ezra unconscious and took the shuttle to a ridge overlooking the Protector encampment , where he discovered his men had all been killed by Imperial Mandalorian s led by Gar Saxon . While Sabine attempted to rescue Ezra from the Mandalorians , Rau stole the " Phantom II " and attempted to leave the system , but returned to rescue Ezra , Sabine , and Chopper after realizing that Sabine was an honorable fighter who risks her life to save others , and that she had not forgotten the Mandalorian ways . The " Phantom II " later took part during the Phoenix rebels ' evacuation of rebel sympathizers on Mykapo . Kanan Jarrus and Garazeb Orrelios used the ship to land on the planet to help with the evacuation before returning the ship to its port on the Ghost . After evacuating the rebel sympathizers , Hera Syndulla , Ezra , Sabine , and Chopper used the shuttle to travel to the Iron Squadron YT - 2400 light freighter " Sato ' s Hammer " in an attempt to convince the Squadron to leave Mykapo before Imperial forces returned to the planet . Hera allowed Ezra , Sabine and Chopper repair the hyperdrive of the YT - 2400 and convince the Iron Squadron to leave the system with them . When Imperial forces under Admiral Kassius Konstantine returned to the system , Ezra and Sabine managed to convince Gooti Terez , Jonner Jin , and R3 - A3 to escape on the " Phantom II " . They were forced to leave Mart Mattin behind after his ship was damaged by Imperial fire . After docking the " Phantom " with the " Ghost " , the Spectres and Iron Squadron took part in a joint mission to rescue Mart . Later , Kanan and Sabine used the " Phantom II " to follow Darth Maul ' s ship " Nightbrother " to the planet Dathomir . Earlier , Maul had convinced Ezra to come along with him in order to find the key to destroying the Sith . Kanan and Sabine managed to track down Maul using a tracker that Kanan had planted on Ezra ' s wrist comm . The rebels landed the ship outside the Nightsister lair and ventured inside the cave to rescue Ezra only to be attacked by the spirits of the Nightsisters . After defeating the spirits , Ezra and his fellow rebels resolved to stop Maul from reaching the Jedi Master Obi - Wan Kenobi , who held the key to destroying the Sith . During the Spectres and the Clone Captain Rex ' s second mission to Geonosis , the " Phantom II " remained docked inside its mother ship , the " Ghost " . When the rebel Saw Gerrera demanded that he take the Geonosian Klik - Klak on the shuttle for interrogation offworld , the Spectres and Rex opposed his demand . The " Phantom II " remained parked inside the " Ghost " as the ship departed for a training exercise . Following EXD - 9 ' s attack on Chopper Base , the " Phantom II " and its mother ship returned to Chopper Base following Zeb ' s incident report . Later , Sabine along with Kanan , Ezra , Chopper and Fenn used the " Phantom II " to travel on a mission to Krownest , the home of Clan Wren . The rebels wanted to secure Clan Wren ' s support for the rebellion . Upon entering Krownest ' s atmosphere , the ship was attacked by Clan Wren warriors . After sustaining damage to its main thrusters , Sabine managed to land the ship in the snow . Chopper stayed aboard with Fenn while the others met with Ursa Wren , Sabine ' s mother . Chopper managed to repair the ship and used it to transport Kanan and Ezra back to the rebel forces after Sabine and Fenn stayed behind to help unify the Mandalorians . Behind the scenes . The " Phantom II " first appeared in the " Star Wars Rebels Season Three " episode " The Last Battle " , which debuted on Disney XD on October 22 , 2016 . The ship has since appeared in several " Star Wars Rebels " episodes .