Star Wars Rebels : Steps Into Shadow Star Wars Rebels : Steps Into Shadow is a one - hour long , two - part television movie that served as the premiere of the third season of the animated television series , " Star Wars Rebels " . The television movie event was written by writers Steven Melching and Matt Michnovetz and directed by Bosco Ng and Mel Zwyer . The movie premiered on July 16 , 2016 at Celebration Europe and it made its television debut on September 24 , 2016 on Disney XD . Official description . " Ezra , having grown in power , leads a mission to break the crew ' s old friend Hondo Ohnaka out of prison . Meanwhile , Grand Admiral Thrawn - - a master Imperial strategist - - has vowed to dismantle and destroy the growing rebellion . " Plot summary . Prison break . Ezra Bridger and several other members of the Spectres including Garazeb Orrelios , Sabine Wren and Chopper break into the Imperial prison on Naraka in order to rescue their occasional ally Hondo Ohnaka . The rebels climb under a walkway where there are two patrolling Imperial stormtrooper s . Sabine pulls a stormtrooper down by his leg while Ezra attacks the second stormtrooper and throws him down the ravine . Zeb compliments Ezra for his plan . The two rebels are joined by Sabine and the team narrowly avoid an Imperial sensor light . Ezra then contacts Chopper and tells him to jump down the cliff since it is too risky for him to activate his loud rocket boosters which may alert the Imperials . Chopper reluctantly obeys and narrowly avoids falling through a sensor light when Ezra halts his descent by using the Force , Zeb then catches the astromech droid and places him on the walkway . Chopper then opens the door to the prison . The rebels head to cell 6611 where their ally Hondo is being held . Sabine is reluctant to rescue the scheming Weequay pirate but Ezra reassures her that they need the information he has . After unlocking the cell , the rebels also meet the Ugnaught Terba , who is Hondo ' s cellmate . Ezra greets Hondo while Sabine and Zeb remind the pirate that he must give them the information that he had promised . Hondo responds that Terba has the information they need . When Sabine sighs about having to rescue an extra person , Ezra replies that this is twice the fun . Sabine then spots a stormtrooper sneaking up behind Ezra . A firefight quickly breaks out and the rebels flee through the corridor . Ezra contacts Hera Syndulla and tells her to bring the " Ghost " for a " 44 scoop " . After exchanging fire with the stormtroopers , the rebels flee down a turbolift . In the lift , Sabine hands Hondo a Mandalorian blaster and tells him to make himself useful . She also reminds him to return it . Upon exiting the lift , Ezra and Sabine shoot several stormtroopers down . Ezra then charges through several stormtroopers and cuts them down with his new green lightsaber . Terba then demands a double share but Hondo refuses , calling him a " greedy pig " . Terba then calls the deal off and flees through the entrance to the prison only to be blasted to death by an AT - DP walker . The rebels are trapped between an AT - DP walker and stormtroopers on the outside and inside of the prison . Sabine hurls a detonator through the door , which kills the pursuing Imperials behind them . Chopper then shuts the door . When Sabine reminds Ezra that they have to escape , he tells her that he has it under control . Ezra then uses the Force to take over the AT - DP driver ' s mind and uses him to take out the remaining stormtroopers . The pilot then drives his walker over the edge of the platform , presumably killing himself . When Sabine asks him when Kanan Jarrus taught him that , he coldly replies that Kanan did not . The rebels are then attacked from behind by stormtroopers emerging from the prison . At that moment , the " Ghost " dives under the bridge . At Ezra ' s command , the rebels and Hondo jump aboard and flee Naraka . Once aboard the " Ghost " cockpit , Hera asks Zeb and Ezra whether the Imperial walker was helping them . Zeb replies that Ezra used a mind trick on the pilot . Ezra meanwhile replies that he did what he had to do . Sabine and Hondo then enter the cockpit . Hondo thanks the rebels for rescuing him but demands to be paid . After Sabine mentions that Hondo ' s mate Terba perished during the prison escape , Hera reprimands Ezra and tells him that he should have been responsible for everyone in the mission . Ezra angrily replies that he was responsible for only the details that he knew before storming out . An angry Ezra returns to his room where he blames Terba for his own death . Ezra also tells himself that the rebels would never have succeeded without him . Presence , the entity inhabiting the Sith holocron , tells him that his anger gives him strength . When she asks the youth what he needs , Ezra responds that he wants to become more powerful and stronger so that no one can hurt his friends again . Plans in motion . Meanwhile on an Imperial Star Destroyer , Governor Arihnda Pryce enters Grand Moff Wilhuff Tarkin ' s office for a private meeting . When Tarkin asks her how things are going on Lothal , Pryce responds that everything on the planet is secure apart from the recent rebel attack on Naraka ' s prison . She fears that the rebels will pose a larger threat to the Empire in the future . Tarkin agrees and notes that while Darth Vader had dealt with the rebels ' Jedi leadership , the Phoenix Cell has proved particularly stubborn . Tarkin then asks what Pryce for her suggestions on what the Empire should do next . Pryce responds that she wants the Seventh Fleet . When Tarkin asks her about her thoughts on Admiral Kassius Konstantine , Pryce tells him that he is more of a politician than a career officer . Pryce adds that she needs someone who sees the bigger picture . Pleased , Tarkin grants her command of the Seventh Fleet . On Atollon , Hondo asks for his payment but Hera responds that his rescue is payment . When Hondo tells her that he needs a starship and suggests the " Ghost " , Hera tells him to backoff . Hondo then says that he wants a starship with a hyperdrive , moving cargo hold , shields , and a crew . Commander Jun Sato then reminds Hondo that he will only honor the deal if his information is proven useful . Hondo then tells the Phoenix rebel leadership about the Imperial demolition station called Reklam Station , which is located on the planet Yarma . Based on Terba ' s information , Hondo tells them that thousands of decommissioned Republic Y - wing starfighters are being dismantled for scrap at Reklam Station . He adds that Terba had worked as a laborer there before being imprisoned for trying to escape . When Hera queries about the age of the starfighters , Rex tells her that the Y - wings are old but reliable combat fighters . Ezra then advocates proceeding with the mission but Hera suggests sending a scouting party to probe Reklam Station to verify Hondo ' s information . Hondo is unhappy that the rebels still don ' t trust him . Pleased with Ezra ' s performance during the previous mission , Sato appoints him lieutenant commander of the Mission to Reklam Station . Sabine , Zeb , and Hera congratulate Ezra . When Hera tells Ezra that his master Kanan would have been proud , Ezra shrugs that his master is never around . Meanwhile , Kanan meditates at the outskirts of Chopper Base near the sensor beacon s . He then hears a voice calling out to him from the wilderness . Hera then comes up behind him and tells Kanan that she had expected to see him at the briefing . She also tells Kanan that Ezra blames himself for what had happened during the previous mission to Malachor to Kanan and Ahsoka Tano ; who is presumed dead . Kanan tells her that he holds no ill will towards Ezra . Hera says he should talk to Ezra . Later , Kanan enters Ezra ' s room and senses the Sith holocron on the table . Ezra is reluctant to talk to Kanan since he is about to embark on his mission to Reklam Station . Kanan is unhappy that his apprentice has been learning about the dark side . An argument breaks out between the master and apprentice . Ezra insists that he is using the Sith holocron for good but Kanan responds that acting out of anger is a trap that leads to the dark side . When Kanan takes the holocron , Ezra storms out of the room but not before telling his master that he doesn ' t need him nor the holocron . Separate journeys . Later , Ezra and his fellow rebels including Rex and Hondo travel to Reklam Station on the " Phantom " . Sabine tells them that they cannot travel directly to the Yarma system and must drop out of hyperspace at Sereeda Waypoint . Hondo points out that Sereeda Waypoint is located in Mining Guild territory and that doing so would jeopardize their mission and his payment . Sabine replies that they have to try while Chopper activates the hyperdrive under her command . Meanwhile , Kanan is meditating outside Chopper Base when the voice tells him to come closer . Kanan takes a sensor beacon to ward off the krykna , large spider creatures native to Atollon . Back in space , the Spectres exit hyperspace at Sereeda Waypoint only to be cornered by a Mining Guild space patrol , who demands that they identify themselves and state their business . Ezra apologizes for the intrusion but the Mining Guild captain responds that they have made an unauthorized jump into Mining Guild territory . When the captain orders them to slow down , Sabine speeds up the " Phantom " . The " Phantom " is soon pursued by two Mining Guild TIE fighter s but Chopper and Sabine shoot down the ships with laser cannon s . Sabine then orders Chopper to jump into hyperspace . When Ezra insists on finishing off the last remaining Mining Guild ship in order not to leave witnesses , Rex backs Sabine up and they make the jump into hyperspace . Meanwhile on Atollon , the voice leads Kanan to a series of mesas in the wilderness . There , Kanan encounters a massive creature known as Bendu . Bendu tells Kanan that his imbalance awoke him from his slumber . Kanan quickly deduces that the creature is another Force wielder . Bendu replies that while the Jedi and the Sith wield the Ashla and the Bogan , he is the one in the middle . The stranger introduces himself as Bendu while Kanan identifies himself as a Jedi Knight and tells him that he fears that his apprentice Ezra is turning to the dark side . Kanan then shows Bendu Ezra ' s Sith holocron . Bendu examines the holocron and remarks that an object could be used for both good and evil . He adds however that a person can choose to change themselves . When Bendu asks Kanan about his sensor marker , Kanan tells him that it keeps the krykna away . Bendu then destroys the machine and tells Kanan that he is trying to help him . When Kanan argues that he needs the sensor marker for his own protection , Bendu tells him that his eyes cannot be healed but that he can teach Kanan to see with his other senses . Enter Thrawn . Aboard an Imperial Star Destroyer , Admiral Konstantine tells Grand Moff Tarkin that Governor Pryce is overestimating the threat posed by the Phoenix rebels . He dismisses them as a small local insurgency that does not constitute a large - scale galactic - wide threat to the Empire . At that point , Grand Admiral Thrawn enters the room and responds that he would like the insurgency to remain that way . Tarkin introduces the Grand Admiral , who tells the other Imperials including Pryce and Agent Kallus that the Emperor had recently promoted him to that position for his victory at Batonn . When Kallus comments that the civilian casualties outnumbered the insurgent casualties , Pryce responds that Thrawn had eradicated the rebel presence in the Batonn sector . When Tarkin asks Thrawn about what he thinks of Governor Pryce ' s theory about the rebels in the Lothal sector , Thrawn brings up a hologram about the rebels ' recent rescue of Hondo Ohnaka from Naraka ' s prison . He adds that within an hour of Hondo ' s rescue that Phoenix Group had destroyed Mining Guild starships at Sereeda Waypoint . While they may seem unrelated , Thrawn points out that Hondo ' s cellmate Terba was a laborer at Reklam Station , which is just one jump away from the waypoint . Governor Pryce tells her fellow officers that Thrawn thinks the rebels plan to raid Reklam Station and steal the starfighters for their fleet . Thrawn adds that the expansion of the rebel fleet is a threat to the Emperor ' s plans and the Empire . Thrawn vows to tear the rebels apart piece by piece and that he would turn them into the architects of their own destruction . Heist at Reklam Station . Meanwhile , the " Phantom " arrives above Yarma . While Sabine cannot see anything , Hondo reassures her that it is within the gas planet . Sabine and Chopper eventually spot the station within the gassy atmosphere of Yarma . The two see the Y - wings being dismantled and quickly estimate that only fourteen starfighters are left . Ezra tells them to move it but Zeb reminds him that they are only on a reconnaissance mission . Ezra reiterates that he was given command of the mission and that he is changing their plan . Sabine reluctantly complies with the young Jedi . After the " Phantom " bumps into an Imperial DTS - series Dismantler Droid , Zeb expresses anger towards Hondo for keeping this information from them . At Reklam Station , an Imperial officer informs Commander Brom Titus about the perimeter breach and that he has activated the dismantler droids . Titus thinks that it is the rebels that Governor Pryce had warned them about . A dismantler droid closes in on the " Phantom " but Chopper shoots it down with the ship ' s rear cannon . Rex then opens the rear exit and fights with another dismantler droid , which he calls a clanker . He almost falls out but Zeb grabs his ankle and pulls him back into the ship . Rex manages to destroy the dismantler droid . However , the " Phantom " is hit and the ship loses power and begins plummeting into the depths of Yarma . Back at the station , Titus is tracking the movements of the dismantler droids and the " Phantom " . Sabine regains control of the ship and docks beneath the station . After losing contact with the dismantler droids , Titus orders his men to alert Governor Pryce . Ezra and his fellow rebels park the " Phantom " beneath a platform and board the station . Ezra orders his comrades to shut down the conveyor belt . Shortly later , they encounter several Ugnaught workers . Hondo speaks to the Ugnaughts and wins them over by telling that that he was Terba ' s friend and that the rebels have come to liberate them . Ezra gets Hondo to tell the workers to shut down the plant . When Commander Titus asks Laborer 429 why the conveyor belt has shut down , the Ugnaught tells him that it has malfunctioned . Titus then angrily tells the laborer to repair the conveyor belt or he would be thrown down Yarma ' s atmosphere . Having stopped the conveyor belt , Ezra orders his team to prepare the Y - wings for takeoff but Sabine points out that they have to be refueled first . Rex comments that this would not be their first or last complication while Zeb adds that Kanan would have loved this mission . Kanan ' s trials . Meanwhile , Kanan asks Bendu how he should regain his sight . Bendu tells him to empty himself and to turn behind and walk forward . Bendu can see two krykna spiders watching Kanan but Kanan can only perceive them through the Force . Kanan admits that his encounter with the krykna had been influenced by their foul smell . Kanan is soon surrounded by the two krykna but they do not attack him . Bendu explains that Kanan ' s hostility towards them stemmed from not seeing them for what they are . Kanan begins making peace with the krykna when he suddenly senses that Ezra is in trouble and flashes his blue lightsaber . Kanan then realizes that the krykna had been hostile earlier because they had been feeding off his fear , anger , and hatred . After Kanan deduces that he has isolated himself from everyone and the Force , Bendu tells him that he has regained his sight by rediscovering his connection to the Force . Kanan then tells Bendu that he has to leave in order to help Ezra and his team . Since he can sense the krykna spiders through the Force , he has no fear of them . Kanan then tells Bendu to keep the Sith holocron as a gift . Behind him , Bendu laughs . Stealing the Y - wings . Back at Reklam Station , the rebels have refueled the remaining Y - wing starfighters . However , they are spotted by a dismantler droid . Commander Titus dispatches a squad of stormtroopers , overrides the conveyor belt , and activates the magnetic locks . This traps the Y - wings and the rebels . In response , Hondo contacts the Ugnaught workers , who tell him that everything has been overriden by the control tower . Ezra and Rex go to deal with the control tower and orders Sabine and the others to finish refueling the ships . After Ezra and Rex leave , Chopper is ambushed by a dismantler droid and hurled onto the canopy of a Y - wing . The dismantler droid then leaps onto the Y - wing that Sabine is standing on and causes her to lose her balance . Zeb manages to grab onto to her while holding a rope . Sabine and Zeb then exchange fire with the dismantler droid but it begins to shake the fighter . Ezra sends Rex to save Sabine , Zeb , and Chopper while he goes to shut down the control tower . Hondo and the Ugnaughts follow Ezra into the complex . Ezra climbs a ladder and discovers a " Sentinel " - class landing craft insider a hangar . Ezra is soon attacked by several stormtroopers but fights back with his lightsaber . At the point , he is contacted by Hera who demands to know what is going on . Ezra claims that everything is alright but Commander Sato immediately deduces that Ezra ' s recon mission has turned into a recover mission . Hera and Sato give orders to mobilize the Phoenix rebel fleet . Aboard the " Ghost " , Hera is joined by Kanan , whom she is glad to see . The two then depart for Reklam Station . Back at Reklam Station , Rex uses a crane to lift the dismantler droid and then challenges it to a fight . He uses the crane to trap the droid against a metal container before throwing it into Yarma ' s depths . The droid explodes into flames as soon as it lands in the planet ' s volatile gas - filled depths . Rex then rushes to help Sabine , Zeb , and Chopper . Meanwhile , Ezra is surrounded by stormtroopers but takes them out with his lightsaber and Force powers . Hondo and the Ugnaughts soon follow and offer to guard the shuttle while Ezra rushes to confront the commander . In the command center , Commander Titus assures Governor Pryce he will capture the rebels . Pryce wishes him well and tells him that she will be coming to reinforce him . Ezra storms the command center and takes out Titus ' stormtroopers . He and Brom recognize each other from their earlier encounter involving the top - secret Imperial Interdictor , which is classified as a Star Destroyer . Titus has been demoted to running a junkyard for his incompetence and sees capturing the rebels as an opportunity to regain his former rank as Admiral . Ezra uses the Force to destroy Titus ' blaster and then disarms the Imperial officer . He then repeats his demand for Titus to unlock the bombers . Titus responds that he had sabotaged the control unit and that the only way to unlock them is to cut power to the entire station . Ezra is about to destroy the power unit but Titus points out that doing so would send everyone aboard the stations including his rebel friends to a fiery demise . Ezra responds that his friends would be fine but not the commander . Ezra uses his lightsaber to cut power to the station while the commander orders an evacuation . Meanwhile , Sabine and Zeb sense the magnetic locks have been unlocked . When Sabine asks about the sound , Ezra tells her that he has shut down the station ' s power and that he will escape on the " Phantom " . Sabine tells Chopper to tap into the relay navigation system and to remote - pilot the Y - wings . Chopper protests but Zeb shoves him into a Y - wing ' s astromech socket . Meanwhile , Hondo and the Ugnaught laborers escape in the Imperial landing craft . Aboard the lead Y - wing , Rex tells Chopper to stop complaining and to get the Y - wings airborne . Chopper remote - pilots the Y - wings which fly into space . Before they can jump into hyperspace , Chopper , Sabine , and Rex discover that the Imperials have removed them . The Y - wings travel to space but are blocked by an Imperial Star Destroyer that is commander by Pryce , Konstantine , and Kallus . The Star Destroyer releases a swarm of TIE fighters . Sabine remarks karabast which prompts Zeb to remark that she learned something from him . Back at the station , Ezra tries to reach the " Phantom " but the platform breaks apart and falls down with the " Phantom " into Yarma ' s volatile depths . Ezra tries to contact Sabine but cannot reach her . In desperation , he calls to his master Kanan for help . Showdown above Yarma . In space , Sabine and the other rebels engage in a dogfight with the TIE fighters . Sabine realizes that the Imperials are trying to drive them into the Star Destroyer ' s tractor beam . Fortunately for Sabine ' s team , the " Ghost " and the " Quasar Fire " - class cruiser - carrier " Phoenix Nest " emerge from hyperspace . Hera orders Sabine and her team to get their Y - wings aboard the fighter - carrier . The Y - wings begin landing inside the fighter . Aboard the Star Destroyer , Governor Pryce complains about fighting so hard to gain so little . She orders Kallus to contact Grand Admiral Thrawn via hologram . Hera and Kanan fly the " Ghost " to Reklam Station . Inside Yarma ' s atmosphere , they spot Ezra clinging on for dear life . Kanan goes to the rear hangar bay to rescue the boy . While Ezra is afraid to jump , Kanan convinces him to let go of his fear and to trust him . The station crashes into the depths of Yarma and explodes . Back in space , the rebels fight with the Imperial fleet . Kallus , Konstantine , and Pryce watch the battle from the bridge of their Star Destroyer . Kallus then informs Pryce that they have received a transmission from Thrawn . With Thrawn online via hologram , Pryce tells the Grand Admiral that the battle had unfolded as he had anticipated and that the rebel fleet , which consists of three battle cruisers , has come to the rescue . Thrawn responds that this is not the rebel fleet and orders his subordinates to allow the rebels to escape with their " meager rewards . " Governor Pryce complies with Thrawn ' s orders . When Konstantine expresses puzzlement , Pryce tells him that Thrawn has a much larger objective in mind that the capture of a single rebel cell . Meanwhile on the " Ghost " , Ezra says he can explain what happened to the " Phantom " but Hera tells him to save it for later . She tells Commander Sato to get them out of here and the Phoenix rebels flee into hyperspace . Homecoming . Back at Chopper Base , Hera reprimands Ezra for disobeying orders , endangering his team , and destroying the " Phantom " . When he points out that the rebels had secured five Y - wing starfighters , Hera responds that he disobeyed her orders and suspends his command . When Zeb vouches for Ezra and suggests suspending him and the other team members , Hera points out that the mission had been Ezra ' s responsibility . Hera then tells Sabine that they have orders to deliver their Y - wings to General Jan Dodonna ' s unit , which is part of the rebellion that grows day by day . Sabine agrees with Hera ' s view that they need all the help they can get if they want to defeat the Empire . Later , Ezra apologizes to his master Kanan for using the Sith holocron . When Ezra asks Kanan what he did with it , Kanan tells him that it is safe . Ezra also thanks Kanan for coming back to save him . Kanan tells his apprentice that he always comes back and the two reconcile . Behind the scenes . This premiere episode was originally broadcast as one episode , and the episode was kept that way for its release on digital video storefronts , such as iTunes . However , in the videodisc release of Season 3 , the episode was split into two parts , with the first part ending during the " Phantom " ' s descent towards Reklam Station .