PROXY PROXY was a prototype holodroid who served as a companion and long time friend of Galen Marek and traveled with him on the " Rogue Shadow " . Despite their friendship , PROXY would routinely try to kill Marek during training , as this was his primary directive provided by Darth Vader . After Marek sacrificed himself for the Rebel cause , PROXY served under Captain Juno Eclipse , Marek ' s lover and former pilot of the " Rogue Shadow " . PROXY was equipped with advanced hologram technology that , when coupled with his built - in servos , would allow him to change appearance and adopt a wide range of disguises . He could also present messages : he would create a holographic representation of the sender , and the sender would say the message . Also , when Galen wanted information on an individual , PROXY would turn into that person and access databases to confirm his / her identity . He was also capable of holding his own in lightsaber combat against Marek for a short time . Biography . Creation and Early Services . PROXY , a prototype holodroid , was created to assist in the training of Darth Vader ' s secret apprentice , a Sith assassin codenamed Starkiller . Through PROXY ' s internal holoprojectors , the droid was able to camouflage his appearance in the form of virtually any individual ; he also possessed the ability to record a person ' s combative skills in order to mimic their fighting techniques . In addition to PROXY ' s lack of ethical consideration , Vader incorporated the task of killing Starkiller into the droid as a way of ensuring that his young disciple would remain in a constant vigilant state . Although loyal to its master , PROXY was enthusiastically devoted to fulfilling his primary programming , though unaware that success would bring an end to his only friendship . Due to his access to top secret Imperial data files , PROXY was able to use recordings of various Jedi Knights and Sith Lords as reference in the creation of numerous combat modules , each of which would be used to attack Starkiller in an attempt on his life ; that way the apprentice was trained to be always alert and on guard , knowing that skilled Jedi warriors would " show up " against him at any time . Through virtue of design , PROXY was highly durable and easily repaired , able to take a lightsaber blow to the chest and regain full functionality within hours . Despite his primary programming , PROXY formed a close friendship with his master , being Starkiller ' s only constant companion other than Vader . PROXY often soothed his master as a child , providing him with enough compassion to stay sane . However , many of the worst punishments Starkiller endured were not assassination attempts by PROXY , but rather self - inflicted horrors designed to test himself . On one occasion , Starkiller had PROXY chain him immobile in the dark and refuse him nourishment until he telekinetically assembled a set of lightsaber components lying before him . Jedi Hunting . In 3 BBY , Starkiller ' s training neared its completion . Formally recognized as Vader ' s apprentice for the first time in his life , Starkiller was dispatched to hunt down and kill Jedi Master Rahm Kota . As Starkiller made his way down to the hangar , PROXY attacked . Utilizing his Obi - Wan Kenobi combat module , and wielding one of many antique lightsabers provided by Vader , he gave Starkiller a hard fight . Their short duel did not last long , ending with PROXY stabbed through the chest by Starkiller ' s lightsaber . Still functional , PROXY ' s holographic shroud quickly vanished , and the holodroid regained his feet , complimenting his master ' s skill . Starkiller acknowledged that PROXY did catch him off guard with the Kenobi module , as he hadn ' t used it for years . Making their way to Starkiller ' s ship , the " Rogue Shadow " , Starkiller saw his new pilot ; Juno Eclipse . Accessing Imperial records , PROXY provided a quick summary on Captain Eclipse . When Juno inquired about her psychological profile , PROXY stated that it was restricted , though he did possess access to it . Based on this profile , PROXY ascertained that Eclipse would be impossible to " reprogram " due to her patriotic loyalty to the Empire , warming up to her quickly . However , Starkiller was much slower to accept her , mentioning that Vader had killed his previous pilot . After a quick banter between Starkiller and Eclipse , they departed for Nar Shaddaa , where Kota was attacking an orbital TIE fighter construction facility . En route , PROXY provided a summary on Rahm Kota , holographically assuming his appearance for identification purposes . When they arrived at the facility , Starkiller disembarked to search out Kota while PROXY and Juno remained aboard , PROXY serving as Juno ' s copilot . Starkiller ' s mission was ultimately successful , and they returned to the " Executor " to meet with Vader . While Vader acknowledged Starkiller ' s power , he criticized his apprentice for being easily distracted and lacking focus . As a test to rectify this , Vader sent Starkiller to the Jedi Temple on Coruscant to participate in the first portion of the Jedi Trials . Starkiller passed the test with flying colors , and PROXY , assuming Vader ' s form , facilitated a face - to - face meeting with Starkiller . Vader dispatched Starkiller to Raxus Prime to search out and kill the rogue Jedi Master Kazdan Paratus . While PROXY was able to provide a bio on Paratus , he was unable to ascertain his appearance , or his species , as the records on him had been corrupted . Despite this , Starkiller successfully killed the Jedi Master . However , PROXY was left somewhat disturbed by the visit to the planet , as he picked up numerous transmissions between all the droids on the planet . He came to the conclusion that Raxus was where all droids went to die . En route back to the " Executor " , PROXY received a communication from Vader . Vader , speaking via - PROXY , was pleased with Starkiller ' s success , but felt he was not yet ready for his ultimate task of aiding him in overthrowing the Emperor , and dispatched him on yet another mission to the Jedi Temple . Passing this test , Starkiller was contacted by Vader , again via - PROXY . As a final test , Starkiller was sent to Felucia to hunt down Shaak Ti , a " True Jedi Master " in Vader ' s words . Betrayal . Starkiller ' s mission was successful , and he contacted Vader , via - PROXY . Vader was pleased , and declared Starkiller ready to stand at his side against the Emperor . Leaving orders to return to the " Executor " at once , Vader broke the communication . PROXY gladly commented that Starkiller was about to complete his " primary programming " in assisting Vader , but quickly stated that he would continue his assassination attempts regardless . Starkiller was cheered by this , and they returned to Vader . Arriving at the " Executor " to find it surrounded by the Emperor ' s fleet , Starkiller met with Vader , assuming that the Sith Lord had lured the Emperor to them . He was suddenly proven wrong when Vader ignited his lightsaber through him , stating that the Emperor ' s spies had followed him here . PROXY was forced to convey the Emperor ' s commands , and Starkiller was telekinetically pummeled then spaced . Palpatine quickly cautioned that Vader remember his place before breaking the communication , leaving a shaken PROXY standing in his place . Serving the Rebellion . Six months later , Starkiller was reborn . After seemingly killing his apprentice , Vader sent out droids to find Starkiller ' s body . Taking the relatively intact corpse to his science vessel , the Empirical , Vader had his medical droids rebuild and resuscitate him . Starkiller awakened in howling rage , strapped to a medical table and loomed over by Vader , present via - PROXY . Vader proceeded to explain that he had faked Starkiller ' s death to appease the Emperor , and that he still planned for the two to assassinate Palpatine . However , as Vader was under constant surveillance by the Emperor ' s spies , he needed a distraction to gain the Emperor ' s notice , causing him to lower his guard towards Vader . Starkiller was to provide this distraction , assembling an army of rebels and dissidents . Despite his bitterness towards his master , Starkiller opted to return to Vader ' s service , as the alternative was death . With a final message that the Dark Side was always with Starkiller , Vader broke the communication , and the hologram projected by PROXY dissipated . PROXY declared his gladness at Starkiller ' s survival , happily stating his intention to resume his programming . However , before killing him , Vader tasked PROXY with helping Starkiller vanish . Returning to the " Rogue Shadow " , which was docked to the " Empirical " via umbilical , PROXY remotely reprogrammed the " Empirical " navigation system , setting the ship on a collision course with the Dominus system star . As the ship neared the star , Starkiller fought his way through the ship towards the " Rogue Shadow " . However , as he cut his way towards the docking ring , he stumbled upon Juno Eclipse ' s holding cell . When Vader had “ killed ” Starkiller , he had Eclipse declared a traitor , stripped of her rank , and consigned to die on the " Empirical " as yet another of Vader ' s twisted experiments . Starkiller had PROXY deactivate her wrist locks , and hauled her with him to the ship , as she tried hard not to show her true feelings for Starkiller . Searching for Kota . With Juno essentially reinstated as his pilot , Starkiller made his first order of business in founding the rebellion finding a Force adept capable of providing him with skills that Vader lacked , specifically Rahm Kota . Kota had survived his battle with Starkiller , and used his secret contact in the Senate to smuggle him to Cloud City on Bespin . However , left blinded as a result of his wounds , and sorely beaten in any case , Kota descended into despair , turning to drink to alleviate the pain . After six months of searching , they finally found Kota . They were also just in time , as the Emperor had sent a large force led by one of his Shadow Guards to find and apprehend Kota . Killing the Shadow Guard , Starkiller boarded the ship with Kota in tow , and they quickly escaped . Convinced to help them , Kota contacted his contacts and told Starkiller to travel to Kashyyyk . En route , PROXY attacked again . This time utilizing his Qui - Gon Jinn module , PROXY managed a credible imitation of the Ataru form of lightsaber combat , despite his lack of ability in the Force and the confined space of the Rogue Shadow meditation chamber . However , PROXY was unable to kill his master , defeated when Starkiller impaled him . Shamefully admitting his failure , PROXY was cheered by Starkiller ' s complements on the module ' s quality . PROXY then voiced his desire to create a combat module based on Rahm Kota . Kashyyyk Aftermath . While on Kashyyyk , Starkiller encountered his father ' s spirit in the ruins of his old family home , experiencing a vision of his abduction by Vader and of himself as a Sith killer dispatching a Jedi . Afterwards , he encountered Leia Organa , the daughter of Senator Bail Organa of Alderaan . Having been indirectly tasked by Kota to rescue her , he realized that the elder Organa was the Jedi ' s senate contact . He returned to the " Rogue Shadow " angry and conflicted , disturbed by his vision and furious about Kota ' s deception . When he returned , PROXY was unusually fussy about him . The reason for PROXY ' s highly concerned attitude is ambiguous , though Eclipse theorized that PROXY had simply never been separated from his master for such a long time before . Whatever the reason , Starkiller gently brushed off PROXY and confronted Kota . Kota admitted that Organa was his contact , and presented their next mission . Bail Organa , having failed to get Kota ' s cooperation due to the latter ' s drunken despair at the time , had journeyed to Felucia to search out Shaak Ti , unaware that Starkiller had killed her previously . He disappeared shortly after landing . Traveling to Felucia to rescue the Senator , Starkiller carved his way through the now extremely hostile wilderness , eventually finding Organa in the Rancor graveyard , the prisoner of Shaak Ti ' s fallen apprentice ; Maris Brood . Killing Brood ' s " pet " Bull rancor and defeating the fallen Jedi herself , Starkiller retrieved Organa . While Starkiller searched the Felucian jungles for Organa and engaged Brood , Juno posted PROXY on guard duty . Armed with a blaster and one of his lightsabers , PROXY kept the native wildlife at bay , protecting the Rogue Shadow , and Organa ' s abandoned shuttle nearby . Organa met with Starkiller and Kota at their landing site , and they began the first actual talks of rebellion . Kota resolved that they needed a sign of the Empire ' s vulnerability to galvanize the dissidents . Starkiller agreed to " meditate " on the suggestion , to find a target . Later , Starkiller was again attacked by PROXY . The holodroid unveiled his latest module ; Anakin Skywalker . Accurately imitating Skywalker ' s Form V mastery , but also adding a touch of Juyo , PROXY garnered Starkiller ' s interest in the module ' s quality , but was unable to immerse him , as Starkiller had already engaged real Jedi in combat . However , PROXY almost killed Starkiller with a lightsaber throw , imitating Jedi telekinesis with a repulsor and tractor beam built into his body . Ultimately , despite this surprise tactic , PROXY was defeated , impaled through the chest . It was at this moment that Darth Vader appeared , the Anakin Skywalker shroud morphing into the Sith Lord . Vader was responding to Starkiller ' s message , asking for advise on a target to garner rebel morale . Vader acknowledged Starkiller ' s success , so far , then commanded Starkiller to use the Raxus Prime Star Destroyer shipyard as his target . However , before breaking the communication , Vader revealed that he sensed conflict within his apprentice , and warned Starkiller to remember that he still served him . When Vader broke the transmission , PROXY quietly noted that he hated being Vader . As Starkiller replied that he thought Vader did too , PROXY noticed Juno standing behind him . PROXY silently witnessed the ensuing argument between Starkiller and Eclipse , and left his master to himself afterwards . Juno decided to leave her issues with Starkiller until later , and worked with PROXY in devising a plan of attack against the Star Destroyer shipyard . The plan was to use the magnetic ore cannon built on Raxus Prime ' s surface to launch one of the balls of melted scrap it fired into the shipyard itself , destroying it . PROXY projected a holographic schematic of the cannon and a rough animation of how the plan would play out . Raxus Prime . While Starkiller went planetside , PROXY remained in the ship with Juno . However , as he analyzed the situation , his onboard tactical computer suggested that this was the best time to attack , as Starkiller was distracted by the battle , and was thus vulnerable . PROXY left the ship , to Juno ' s alarm . When she informed Starkiller , he realized what he was doing , and thanked her for the advance warning . He made his way toward the ore cannon cat - walks . As Starkiller carved his way through the massive ore cannon ' s interior corridors and catwalks , he was ambushed by an Imperial Shadow Guard . Quickly defeating the guardsman , Starkiller discovered that it was actually PROXY utilizing one of his more recent combat modules . Declaring his faith in his ability to fulfill his programming , PROXY activated his new Maris Brood module and attacked . Despite his ferocity , PROXY was unable to defeat Starkiller with that particular module , so he temporarily reverted to the Shadow Guard before adopting a Rahm Kota module . Likewise , that module was unsuccessful , so PROXY switched to his Shaak Ti module before finally breaking off the duel . As Starkiller called for PROXY ' s surrender , PROXY revealed a module he ' d kept hidden for years ; Darth Maul . While PROXY was able to initially catch Starkiller off guard with the module , he was ultimately unable to defeat his master . Retreating onto an overlooking catwalk after an unsuccessful bout , PROXY was confronted by Starkiller , who seized the offensive . Knocking PROXY back with a blade lock , Starkiller slashed PROXY ' s double - bladed lightsaber in two before grasping both hilts and swinging the holodroid into one of the support columns of the cannon , then impaling him with the two blades . PROXY writhed and struggled as he slowly shut down , inexplicably left dangling by the two saber blades jammed through his body and into the column . With PROXY defeated , Starkiller took an elevator to the top level of the cannon and proceeded to sabotage it to redirect its firing . However , Starkiller was suddenly faced with an almost insurmountable problem ; one of the Star Destroyers had survived the explosion and was falling towards the planet , directly towards the ore cannon . Faced with no other choice , Starkiller was encouraged by Kota to pull the Star Destroyer out of the sky , forcing it to crash - land rather than crash and kill everyone in the area , including them . Starkiller managed to do so , and while he was almost buried alive in the ensuing tidal wave of junk and wreckage , he survived . PROXY afterwards commented that his diagnostic computer was unable to figure out how Starkiller survived , though he admitted that , as a droid , he had no understanding of the Force or its power . As Starkiller clawed his way out of the mess of junk and garbage brought about by this devastation , so too did PROXY . However , any hostile influence within the holodroid was gone , as the carnage he had just experienced had erased his primary programming . Left dejected by this , PROXY felt that the loss of his primary programming had rendered him useless , and advised Starkiller to leave him behind . Starkiller refused , and hauled PROXY back to the ship . He would not abandon his friend , and the loss of PROXY ' s primary programming worked in Starkiller ' s favor in any case . The Corellian Treaty . Left heavily damaged by his final attempt on Starkiller ' s life , PROXY was forced to take it easy until he received external repairs . Gaining a new set of shoulder servos purchased by Starkiller on Rhommamool , PROXY was back on his feet again . One of the first things he did was to apologize to Juno Eclipse for his alarming activities on Raxus Prime , allowing her to relax , as the activities in question had left her on edge . Starkiller ' s mission to create a Rebel Alliance was nearing completion , and they traveled to Corellia to meet with several dissident senators who would form the leadership . Just prior to the meeting , Starkiller communicated with Vader one last time to inform the Sith Lord of his progress . Vader mentioned the Emperor ' s displeasure at the destruction of the Raxus shipyard , while Starkiller warned of the precariousness of his position ; if the Rebels even began suspecting his past , his mission would fail . Vader told Starkiller to contact him as soon as possible before breaking the link . Unusually , PROXY seemed none the worse for wear after impersonating Vader . Arriving on Corellia , they met the Rebels in a ruined temple in a polar mountain range . In attendance were Bail Organa , Garm Bel Iblis , Mon Mothma , and Leia Organa via PROXY . Starkiller stood with the senators , while Juno Eclipse stood aside with the senators individual security forces , and Rahm Kota stepped in towards the end of the meeting , having pulled himself together and fixed up his disheveled appearance . Just as the Rebel Alliance was finalized , and rebellion officially declared , the Empire attacked . Deactivation . As snowtroopers burst into the chamber and quickly overpowered the senators guards , PROXY was ordered by Bail Organa to cut Leia ' s transmission , concealing her involvement in the rebellion . As Vader marched in and quickly incapacitated Kota , PROXY helped Juno escape , stating his master would need her later . However , he did not join her . Vader revealed to the rebels Starkiller ' s status as his apprentice , sparking shock and outrage on their part , before smashing the Force adept onto the snow - covered clifftop outside with a stone slab . Barely hanging on the cliff ledge , Starkiller bitterly lamented the lie his life was built on ; Vader never intended to take him as a true apprentice and overthrow the Emperor , he was simply another of the Dark Lord ' s tools . He fulfilled his purpose and exposed the Emperor ' s enemies , and had outlived his usefulness ; Vader raised his lightsaber to dispose of his useless tool . It was then that PROXY stepped in . Utilizing his Obi - Wan Kenobi combat module , PROXY attacked Vader , momentarily catching him off guard . However , Vader quickly rallied , countering and blasting PROXY back with a Force push . Off balance and off guard , PROXY was easy prey for Vader , and the Sith Lord rammed his crimson blade into PROXY ' s chest . Critically damaged by Vader ' s strike , PROXY fell to the ground , his Kenobi holoshroud quickly dissolving . PROXY ' s last word was a call to his master , distorted by his failing computers . Vader lightly kicked PROXY to see if the holodroid was subdued ; he was . PROXY ' s sacrifice ultimately saved Starkiller ' s life , forcing Vader to deal with PROXY and allowing Starkiller to fall off the cliff . Juno , who had escaped thanks to PROXY ' s efforts , was able to rescue Starkiller from certain death in the freezing polar wilderness . Rather than disappear into obscurity or rejoin the Sith , Starkiller resolved to go after Vader and rescue the rebel leaders . In defiance towards Vader , Starkiller dropped his codename and adopted a name he discovered while on Kashyyyk ; ' Galen Marek ' , his birth name . Going into deep meditation , Galen Marek was able to ascertain the location of the rebel leaders ; the first Death Star . Traveling to the battle station , Marek stormed into the Emperor ' s throne room , confronting Vader in a vicious lightsaber duel and defeating him . The Emperor , pleased by this , presented Marek with the opportunity to kill Vader and replace him as the Emperor ' s apprentice . He refused and confronted the Emperor himself in combat . After an intense Force contest , Marek managed to best Palpatine , but refused to kill him as Palpatine goaded him to . As the Rebel leaders boarded the " Rogue Shadow " , Palpatine roared to his feet and unleashed a massive blast of Force lightning . Marek intercepted the blast , defending the Rebels . Ultimately , the massive Force energies surging between the two caused a massive explosion , destroying the Emperor ' s observation dome and providing cover for the Rebel ' s escape , though Marek himself perished in the blast . Reactivation . Some time after Galen Marek ' s death , Juno Eclipse and Bail Organa journeyed back to Corellia aboard the " Rogue Shadow " to recover PROXY ' s remains . Despite the damage he suffered at Vader ' s hands , and the long period of corrosion in the harsh climate , PROXY proved intact enough to reactivate , being robust and durable enough to take a lightsaber in the chest . Informed of Galen Marek ' s death , PROXY presented his reassignment orders . Just prior to the Corellian Treaty , Marek had informed PROXY that in the event of his death , he would become the property of Juno Eclipse . While Juno performed repairs , PROXY was questioned by Organa regarding Marek ' s origins and the events leading up to the Corellian Treaty . PROXY told him everything . However , when he learned of Vader and the Emperor ' s survival during the Death Star battle , PROXY felt that Marek ' s death was pointless . However , he was quietly contradicted by Organa , who showed PROXY that Marek ' s sacrifice made him a martyr , a symbol of hope . Arriving on Kashyyyk , they met with the other rebel leaders within the ruins of Marek ' s family home , and the Rebel Alliance was finalized . In recognition of the sacrifice and suffering Galen Marek undertook to bring about the rebellion , the Alliance took Marek ' s family crest as their emblem . Starkiller ' s return . As the Galactic Civil War began in earnest , PROXY served at Captain Eclipse ' s side aboard the Nebulon - B frigate , the " Salvation " . He was with Eclipse on the bridge during a surprise attack initiated by Boba Fett and the Terror Trooper s . Although Eclipse was successfully captured while the rest of the bridge crew was slain , PROXY managed to survive the encounter , despite the considerable damage that he suffered , including the loss of an arm and a photoreceptor . Soon after , he was discovered by Rahm Kota and a clone of his old master , Galen Marek . Through the imprinted memory of the last time Marek ever saw PROXY , the clone also thought PROXY to be destroyed and was quite surprised to see the droid , albeit in a heavily damaged state . After Starkiller inquired about Eclipse ' s whereabouts , PROXY sent Starkiller to deck seven , where Eclipse had been taken . Before Starkiller left , PROXY warned him to be cautious as he briefly projected an image of Eclipse ' s captor - Boba Fett , although he did not know the bounty hunter ' s identity . PROXY later fought in the Assault on Kamino . Starkiller tracked Eclipse and Fett through the " Salvation " , but was too late to prevent Fett ' s " Slave I " from taking off . During the space battle onboard the " Salvation " , PROXY gave damage reports relating to the " Salvation " to Starkiller along with Rahm Kota . After the Deflector shields onboard the " Salvation " , as Starkiller drew near the communication array systems to reactivate them , PROXY estimated that , contrary to Kota ' s prediction of the " Salvation " requiring dry dock , the " Salvation " is more likely to be used for scrap , at best , due to the severe damage that it took . Returning to the bridge , Starkiller aimed the " Salvation " to crash through Kamino ' s orbital defenses as PROXY and Kota evacuated . While Starkiller later rampaged through Timira City to rescue Eclipse , PROXY assisted Kota and his Rebels in their battle against the cloning facility ' s Imperial garrison . Although Kota tried to convince the clone that one life , Eclipse ' s , was not worth more than the cause of the Rebellion , Starkiller would not be deterred from saving Eclipse by taking time to aid the Rebel forces . Without Starkiller ' s assistance , PROXY calculated that the Rebels would sustain heavy casualties in the Imperial counterattack , which they did . When Kota and his troops engaged Boba Fett , PROXY attempted to distract the bounty hunter by utilizing his holographic technology to assume the form of Fett ' s own template , the long dead bounty hunter Jango Fett . Fett was able to escape from PROXY and Kota by momentarily disabling them both with a sonic grenade in . PROXY quickly reactivated as the bounty hunter fled , and then followed Kota until they found Darth Vader , defeated and on his knees , at the mercy of Starkiller . As Kota managed to convince the clone to spare Vader ' s life , PROXY attended to Eclipse ' s inert form , after she had been defenestrated by Vader . As Starkiller approached them , PROXY could only lament that he was unable to revive her . Starkiller cradled Eclipse ' s body in his arm , regretting ever escaping Kamino . But miraculously , Eclipse awoke and kissed Starkiller . In the aftermath of the battle , PROXY later relayed a message between Captain Eclipse , General Kota and Princess Leia Organa . Before leaving the planet , PROXY requested permission from Eclipse to salvage spare parts from several droids that bared a strong resemblance to his own design in the hopes of repairing the damage to his body . Programming and traits . PROXY was programmed with specific directives , his primary directive being to randomly and lethally attack Marek to keep the Force adept alert and to test his skill . His secondary directive was to serve Marek as needed . It remains unknown how PROXY reconciled these two opposing directives , but he somehow managed . After his programming , PROXY ' s main defining trait was his naivety and his devotion to Marek . Not understanding the reality of death , PROXY was unaware that fulfilling his primary programming would leave Marek dead , and so enjoyed a close friendship with his master . As PROXY was guided by both his programming and his loyalty to Marek , he considered all his failed assassination attempts personal failures , and often apologized to the very man he just tried to kill . However , despite his repeated failures , PROXY enjoyed his contests with Marek , often complimenting his master ' s fighting prowess afterward , or even providing tips during combat . PROXY also placed a great deal of faith in the psychological profiles stored in the Imperial records , and he quickly satisfied himself to the trustworthiness of Juno Eclipse . However , despite warming up to her quickly , PROXY retained no attachment towards her and was indifferent towards the possibility of her death . But witnessing Marek ' s growing openness towards her prompted PROXY to do the same . After their bout on Raxus Prime , PROXY ' s processor was severely damaged by the " injuries " he received , erasing his primary programming . As he had come to identify himself by his programming , PROXY felt that the loss of his central directive rendered him useless , and he fell into a brief depression . However , thanks to the compassion of Marek and Eclipse , he quickly overcame this , though he would continue to feel somewhat lost without his guiding directives , due to his innate droid desire to serve . Without his programming coloring his perceptions , PROXY came to understand the reality of death , becoming quietly appalled by his former directives , referring to them as " Vader ' s idea of training " . PROXY already had issues with the Sith Lord , as he found impersonating him during his frequent communications with Marek highly strenuous , and his realization about the brutality of Vader ' s methods left PROXY disgusted by him . Without his programming compelling him to attempt to kill Marek , PROXY became utterly concerned with his master ' s needs , willing to sacrifice his own life to save Marek ' s . As an act of compassion and foresight , PROXY saved Juno ' s life on Corellia , stating that Marek would need her later . PROXY proceeded to rush to his " death " , confronting Vader in combat and distracting the Sith Lord long enough for Marek to escape , as PROXY intended . After being reactivated , PROXY learned of Marek ' s death . He proceeded to follow one of his master ' s last commands , his reassignment orders . Abilities . PROXY possessed numerous abilities thanks to the impressive array of equipment built into his body . His primary ability was his holographic capability , allowing him to assume the appearance and voice of nearly any humanoid life form . Thanks to his interface to both the HoloNet and Imperial records , PROXY could provide a biographical and psychological profile on nearly any being , and he was able to use his holographic skills in conjunction with his HoloNet interface to act as a communication device . To this end , he frequently impersonated Vader , an action that he disliked , though he has acted as the audio / visual presence for many other notables . Another of PROXY ' s skills was his ability to essentially mimic telekinesis through the use of a series of repulsors and tractor beams built into his body . His usage of this equipment was impressive , as he proved able to accurately replicate Force pushes and pulls , and even pull off a lightsaber throw . This ability served to reinforce PROXY ' s primary capability . Thanks to his onboard tactical computers , his combat training and programming , and the abundance of reference material provided by his access to the classified levels of Imperial records , PROXY was able to develop combat modules that accurately recreated numerous Force - using duelists . All of these modules were created for the purpose of attacking his master , and his application of these modules was deadly . However , while his skills and capabilities enabled him to hold his own against Marek for a time , he was unable to defeat him due to his lack of Force ability . PROXY wielded an antique lightsaber provided by Vader in combat , and possessed many others besides , including a double - bladed lightsaber . He kept his weapons stored in his chassis when not in use . Behind the scenes . In " The Force Unleashed " video game , PROXY was voiced by David W . Collins , who also worked as the sound editor for the game . Development . PROXY was created to fill the archetype of the comic - relief character in the game . George Lucas felt that it was essential for the game to feature a sidekick who could bring some comedy to the story . From the beginning , the game ' s development team knew that PROXY would have to be a droid for several reasons . An alien sidekick would draw too much attention to Starkiller , whereas droids were so common in the galaxy that nobody would give them a second look , allowing the apprentice to keep a low profile during his travels . The developers also thought it important that Starkiller and the droid have a long - standing relationship , similar to the one between Han Solo and Chewbacca . This would be made easier with a droid character , who would never age and could potentially have been part of the apprentice ' s life for a very long time . Since droids could also be programmed with loyalty , Vader would never have any reason to distrust the sidekick character . The developers next tried to determine in what way the droid was comic . They conceived him as something of a half - way point between C - 3PO and HK - 47 . They attempted to stay away from C - 3PO ' s panicky nature , but also did not want to give him HK - 47 ' s cold , calculating personality . They next set about working on developing what unique special abilities the droid would have . They came up with the idea that the droid would be given to the apprentice by Vader , but would also serve some purpose for the Dark Lord , and so it was decided that the sidekick would be a training droid designed to help the apprentice hone his skills . Thus , he was programmed with a range of fighting styles and equipped with technology that would make him a worthy enough adversary for the apprentice . When writing the droid ' s dialogue , Project Lead Haden Blackman was able to come up with the character ' s comic aspect by contrasting his sadistic programming , to kill the apprentice , with his naïve and innocent personality . The droid wanted to please his master , the apprentice , by fulfilling his main programming , but did not realize that in doing so he would kill his master . The droid was finally given an advanced hologram array and transforming chassis to solve the problem of Vader not being able to confront the apprentice in the flesh at any given point in the game . With his new abilities , the droid sidekick could take on the appearance of Vader whenever the Dark Lord wished to speak with the apprentice . It was from this that PROXY received his name — his abilities allowed him to become another character ' s " proxy " when they wished to communicate with the apprentice . Some of the early brainstorming sessions for " Jedi Outlaw , " one of the many video game concepts the development team came up with prior to settling on " The Force Unleashed " , featured a droid character who was a " reverse cyborg . " Dubbed " corpse droid , " the character would have been a demented droid who was obsessed with replacing his mechanical components with organic ones . Corpse droid eventually found his way into some of the early drafts of " The Force Unleashed " and was initially chosen to fulfill PROXY ' s role as the " comic droid sidekick . " Corpse droid would still be serving as a training droid for the apprentice , but would be obsessed with wanting to become an organic being would use body parts from enemies the apprentice defeated . Soon , however , the developers realized that corpse droid was too bizarre and did not fit with team dynamic created by the other main characters . Additionally , the only way to emphasize the character ' s comic nature would have been to bring corpse droid ' s " hobby " of organ harvesting to the forefront , which was seen as too mature and gruesome for what was intended to be a Teen - rated game . In a G4 exclusive interview with Haden Blackman it was revealed that PROXY would be an unlockable playable character in the video game . The code " PROTOTYPE " in the Xbox 360 version , and " HOLOGRAM " in the PlayStation 3 , PlayStation 2 , and Wii version , enables the player to utilize a PROXY character skin . The duel between Marek and PROXY as Darth Maul is only featured in the Xbox360 / Playstation 3 versions and the novelization . The novelization differs from the game in depicting the duel taking place after Marek ripped down the Star Destroyer within the Core of Raxus Prime , which possessed PROXY . The duel is not featured in the PlayStation 2 / Wii versions or in the graphic novel . Several differences exist between the versions PROXY ' s confrontation with Vader on Corellia . The Xbox360 / Playstation 3 versions depict PROXY wielding a blue lightsaber similar to Obi - Wan Kenobi ' s , which was established in the novelization to be an antique lightsaber provided by Vader . The PlayStation 2 / Wii versions depict him wielding Rahm Kota ' s lightsaber . Also , while all the video game versions show Vader impaling PROXY , the novel depicts Vader hacking the droid in half . PROXY is seen after his death in the Downloadable Content Pack for the Tatooine mission , a non - canon story . He is seen in the crushing room of Jabba ' s Palace after he falls from a chute , claiming to Starkiller that his primary programming is still non - functional . PROXY uses the last of his power to help Starkiller escape by disguising himself as a Gamorrean Guard and holding him to the scanner so he can escape down the tunnel to later fight Boba Fett and eventually Obi - Wan Kenobi ( first Kenobi ' s physical and then spiritual Force form ) . A robot looking somewhat like PROXY is seen in the movie WALL - E .