The General " The General " is the eighth episode of the . It aired on November 4 , 2011 . Official description . " " General Krell orders Captain Rex and the clone trooper s of the 501st Legion to conquer a heavily fortified Umbaran airbase , and will not accept anything less than victory . It is an almost certain suicide mission , unless the clones can use their ingenuity to defeat their new enemy . " " Synopsis . The clone trooper s are hard - pressed in holding their current position under the relentless Umbaran attacks from the ground and the air , and are unable to break through to support Obi - Wan Kenobi . Obi - Wan asks Master Krell to assault a nearby airbase which is being used as a supply staging area for the capital ' s defenses . The battalion regroups and proceeds towards the airbase . Citing the urgency of Obi - Wan ’ s current situation , Krell discards Rex ’ s suggestion to scout for a secure route , ordering the troops to advance along a central gorge , despite Rex ' s protest that the narrow route will only allow advances by single squads . This order divides the clone troopers , as some begin to openly criticize Krell ’ s misguided strategy while others press for pushing on to finish the mission , with Fives being the most vocal of the protesters . In an attempt to quiet the men , Rex takes Fives aside , urging him to help promote unity among the troopers . Despite Fives ' assertions that Krell ' s strategies are too costly , Rex insists that it is their duty as soldiers to follow orders even at the cost of their own lives . Pressed by Fives , Rex finally breaks off the discussion , citing loyalty to his code as his only response . Rex divides the battalion into separate groups under the leadership of Fives , Hardcase and himself , and they begin to make their way down the gorge . Once right well underway , however , the lead group is ambushed by several caterpillar tanks , which cause heavy casualties among their ranks . With the combined use of rocket launchers and thermal detonator s set up as landmines , the troopers eventually turn the tide against these monstrosities . As the troops continue to advance , they encounter the next hazard in the form of Umbaran spider cannons , whose heavy firepower forces them into retreat yet again . Krell refuses to accept Rex ’ s retreat or send him reinforcements , stubbornly insisting that he and his men are not to give any ground to the enemy . The battalion sustains heavy casualties , and the mobile cannons prove impervious to their rocket launchers , making any further assault seems hopeless . Faced with imminent defeat , Rex quickly develops an alternative scheme to Krell ' s plan , sending Fives and Hardcase on a stealth mission to the airbase , with the intent to commandeer a pair of the Umbaran fighters to use against the tanks . When Rex explains his plans to Krell , the Jedi Master furiously denounces the idea and orders Rex to resume a full frontal assault . Rex and his clones are unable to advance to the airbase due to heavy resistance , but they still continue to battle the Umbaran assault tanks . Rex orders the clones to stand their ground as long as possible , buying Fives and Hardcase enough time to complete their objective . In the meantime , Fives and Hardcase reach the compound perimeter , where they encounter a sensor wall . After planting explosives at the base of the tree , the two clones scale it and evade the fence . Fives triggers the explosives as a distraction , and both men quickly take possession of a pair of Umbaran fighters . The holographic controls prove difficult to master , but after some harrowing maneuvers the clones manage to get the fighters airborne and make for the battlefield . The commandeered fighters arrive just as Rex and his men are on the brink of defeat . The superior firepower of the Umbaran aircraft makes quick work of the tanks , and the enemy vehicles are subdued in short order , allowing the remaining clones to advance and secure the airbase . Krell eyes the successful stunt with cold acknowledgement , and orders Appo and the rest of the battalion to move out . At the base , Rex praises Fives and Hardcase , before being confronted by General Krell . After reporting the success of the mission , Krell proves dismissive of the clones ' losses , declaring it the price of victory , before departing , leaving Rex indignant but silent . Fives remarks to Rex that it is the general who is refusing to realize the cost of his orders . . . Behind the scenes . Like in " Darkness on Umbara , " when General Krell scolds Captain Rex , he refers to him at " CT - 7567 , " even though Rex ' s original number was CC - 7567 . Appo appears as a Sergeant and not his established rank of Commander . When Appo was speaking to General Krell , his voice was not modified to make it sound that he was speaking while wearing his helmet . Toward the end of the episode , there is a shot where General Krell does not have his beard and his chin has been shaven , then , seconds later , his beard is back . This is most likely a production error . When Hardcase is climbing up the to get over the fence , he says , " I prefer a straight fight over all this sneaking around . " This would be said years later by Han Solo when he partakes in sneaking aboard the Death Star in . This is the first time Walter Murch has directed since the 1985 movie " Return to Oz " which was very Star Wars influenced with George Lucas ' help .