Yarael Poof / Legends Yarael Poof was a male Quermian Jedi Master and revered member of the Jedi High Council in the years leading up to the Clone Wars . Rather mischievous in his use of the Force , Master Poof was a consummate practitioner of the Affect Mind ability , thus limiting his need to wield his lightsaber . Sitting on the High Council for years , Poof sacrificed his life in 27 BBY when he drew in the deadly powers of the Infant of Shaa to protect the citizens of Coruscant . His body rejoined the Force through cremation at the Jedi Temple ' s pyre . As a Quermian , Poof ' s unusually long legs , body , and neck caused him to stand some three feet taller than other humanoid species . In addition to his upper arms , Poof had an additional set of delicate arms which he hid under his cloak . Possessing remarkable dexterity because of the extra set of limbs , Poof ' s sensitive olfactory glands were located in his hands . He had two brains , one located inside his skull and the other in his chest cavity . Out of the four Quermian Jedi enrolled in the Order at the time of the Invasion of Naboo , Poof was the most senior . Biography . Early life . Like the majority of the Jedi Order ' s members of the era , Poof was most likely discovered to be Force - sensitive on his native Quermia at birth by the doctors who delivered him . Sending their findings to the Acquisition Division of the Order on Coruscant , recruiters would have been dispatched to take Poof from his guardians and bring him to the academy in Galactic City . At the Temple , Poof entered into a clan as an Initiate , passing through his classes until he graduated and was selected by a Master to become a Padawan . Jedi Master . After years of study , the young Poof passed the Trials of Knighthood and ascended to the rank of Jedi Knight . Studying the way of the Jedi Consular , Jedi Poof honed his preternatural skills with the Force , perfecting the art of Affect Mind . Eventually after enough study Poof was recognized by the High Council as a Master of the Jedi arts and formally raised in rank . Accepting many missions on behalf of the Order , Master Poof was so well respected by his peers that the High Council asked the Quermian to join its ranks . After a time , Poof was given the honor of becoming one of the Council ' s five life - time members , given the choice of stepping down at any time or serving on the Council until his death . As an instructor at the academy on Coruscant , Poof passed down his knowledge on the Force to future generations of Knights . While an advocate for instruction in the use of Affect Mind , Poof cautioned that using this application of the Force could have permanent consequences on those it was used on . One of Poof ' s lectures was immortalized in the holocron of Master Asli Krimsan . The Quermian Master eventually took note of a skilled Ithorian Initiate named Roron Corobb and chose to take him as his Padawan . Training the boy for many years , Corobb eventually passed the Council ' s Trials and was knighted . The threat within . In 39 BBY , the Council received a communication from Vorzyd 4 . It was their belief that neighboring planet Vorzyd 5 was behind a series of sabotages . The Council summoned Jedi Master Qui - Gon Jinn and Padawan Obi - Wan Kenobi and after briefing them , sent them to deal with the matter . Yinchorri Uprising . In 33 BBY , Master Poof was stationed at the Temple when the pan - galactic Yinchorri Uprising broke out in the Yinchorri system . As several of his fellow Councilors departed to quell the conflict , Poof remained behind , watching from the Temple ' s rooftop landing pad with Masters Yoda and Rancisis as the teams departed . Within the next few days , the Temple was attacked by Yinchorri warriors , who infiltrated the High Council Tower ' s entrance atrium . Gathering with the other Masters and Knights present in the Temple , Poof aided in defeating the invaders , with all dying in the fight save one soldier who was interrogated by the Grand Master . As the conflict in the Yinchorri system drew to a close , Master Poof joined several dozen Jedi in welcoming the Jedi teams back to the Temple after their long , trying mission . The discovery of the Chosen One . Master Poof remained a member of the Council when Master Qui - Gon Jinn returned from a mission to Naboo where he escaped the Trade Federation blockade with Queen Padmé Amidala and fled to Tatooine to make repairs . On the desert world he was attacked by a tattooed Zabrak Sith assassin who had training with a lightsaber and in the use of the Force . In Jinn ' s report he stated that he believed the warrior to be a Sith Lord , a survivor of the supposed Sith extinction of 1000 BBY . In addition to this revelation , Jinn presented what he described as a vergence in the Force , a boy named Anakin Skywalker , for testing by the Council . Though the boy was strong in the Force , the Council decided to pass on training the boy and sent him away , refusing to train him . It wasn ' t until Jinn was killed at the hands of the Sith that the High Council reconsidered their stance and allowed Skywalker into the Order . Kiffex darkness . A short time later , Master Poof was summoned by the Master of the Order , Master Mace Windu , to the Operations Planning Center in the High Council Tower . Along with Windu , Master Saesee Tiin and Jedi Quinlan Vos were present for a holoconference with Sheyf Tinté Vos of the Kiffu Guardians . The Sheyf demanded Jedi Vos be sent to investigate a disturbance on the prison world of Kiffex , as he was a Kiffar of her bloodline . While Tiin feared that Vos would stray farther towards the dark side of the Force , Master Poof was concerned with the strained relations between the Order and the Guardians and wished to establish better ties with the group . Weighing both Masters ' opinions , Master Windu voted to send Vos to confront the darkness growing on the world . Final mission . In 27 BBY , Poof ' s finest hour came after a chain of events that started with a crisis meeting of the High Council . Master Windu briefed the gathered Councilors on a threat which had emerged and needed immediate action . A radical Annoo - dat General named Ashaar Khorda was planning to strike at one of the Republic ' s key worlds — Alderaan , Corellia or Coruscant . Most terrifying of all , the Council learned that Khorda had obtained an ancient artifact from the planet Seylott that was so powerful it could destroy an entire planet . A member of the High Council would be needed to watch over each of the planets . With Master Oppo Rancisis volunteering to go to Corellia and Eeth Koth to Alderaan , Master Windu declared he would safeguard Coruscant . However , Master Poof suggested he be given the task of protecting the galactic capital as he would be better attuned to pinpointing the disturbance created by the Infant of Shaa , the statue Khorda planned on using as his weapon of mass destruction . With the full Council agreeing to Poof ' s proposal , the Quermian wasted no time in departing on foot from the Temple and descending into the bowels of the city - planet . Reaching out for the artifact ' s Force - signature , Poof stumbled upon a young boy being harassed by a gang of hoodlums . Such was the Quermian ' s sense of compassion that he made time to help the boy and created an apparition of a fearsome rancor to scare off the gang . Before long , Poof found himself within Coruscant ' s central power generator . Before him was Khorda , clutching a carved object that Poof sensed was the source of the disturbance in the Force . Realizing how close the object was to releasing its devastating power , Poof stepped forward and demanded that Khorda and his followers surrender . At the same time two bounty hunters , Zam Wesell and Jango Fett entered the chamber and demanded the statue be turned over to them . Forming an uneasy alliance with the two bounty hunters , Poof and his new found allies quickly defeated the band of terrorists with Poof gaining control of the volatile artifact . As Poof considered the statue the wounded Khorda leaped up and plunged a vibroblade through the Quermian ' s heart . As the bounty hunters killed the terrorist , the mortally wounded Poof withdrew the blade and collapsed in a heap on the platform . Pleading for Wesell to put the ancient artifact in his hands , Poof used the Force to fuse the device ' s energies back to a neutral state , rendering it inert . This great exertion of the Force was too much for the Jedi ' s body ; the renowned being died saving trillions of Coruscanti . Legacy . With the device deactivated and returned to its proper place on Seylott , Master Poof ' s body was returned to the Jedi Temple where he received his final rites . A small funeral was held within the Temple ' s pyre room and was attended by the High Council and several other Jedi . Knights Loo Raelo , Kindee Ya , and Vinian Ska also presided over the cremation of their fellow Quermian . Following Poof ' s death the remaining members of the High Council were charged with replacing the life - time member of the august body . Because of the increasing tensions between the Galactic Senate and the growing Separatist movement , the Council decided to replace Poof with the Vurk Master , Coleman Trebor , a skilled orator and the appointed voice of the High Council . Personality and traits . Like the Jedi ideal would dictate , Yarael Poof was a compassionate individual , never putting an assignment from the Council above helping out an innocent fellow being . A peaceful man , Poof had a mischievous nature and often enjoyed playing tricks on people with his talent for Affect Mind . This playfulness was not a sign of carelessness ; Poof often warned students that altering someone ' s perception could prove dangerous , sometimes even fatal , and should only be attempted by a competent individual who was in control of their powers . While a talented swordsman , Poof preferred to negotiate peace rather than wield his lightsaber . When first designing his weapon , Poof selected a yellow crystal to power his blade ; however he eventually switched to using a sapphire crystal instead . A devoted Jedi and a believer in the Galactic Republic ' s propensity for goodness , Poof laid down his life to ensure both would continue on , protecting citizens not only on Coruscant , but across the galaxy . Powers and abilities . Yarael Poof was a gifted illusionist , using the Force to project images into the minds of others . Using this talent , he could draw on the fears of others to frighten them , create a dopplegänger of himself to fool an opponent , or make himself appear invincible , a trick that could fool other Jedi . Among his other Force talents , Master Poof was famed for his telekinetic ability to trigger fires by manipulating the molecules of combustible objects and his rare talent for battle meditation . Among other abilities , Poof was an accomplished Telepath , and was able to read minds as well as shift thoughts from one mind to another . Poof was also extremely powerful with Telekinesis . An extremely talented duelist , Poof was well - versed in the basics of each form , but was a master of Forms 2 , 4 , and 6 , Makashi , Ataru , and Niman . Poof was a swordsman of legendary proportion , ranking as one of the most skilled fighters in the Jedi Order . As a Quermian , Poof did not have a spinal column ; thus , he could contort his body in ways few other species could match . Coupled with his extra set of arms that could move independently of each other , Master Poof was extremely dexterous . Behind the scenes . Yarael Poof would have been cast in " " , but George Lucas found this character too difficult and expensive to be animated , so he removed him from the Council . He imagined the Battle of Geonosis to be a battle where all the Council members would attend . Poof ' s absence in " Episode II " also helped avoid any confusion between his species and the newly - introduced Kaminoans . Poof , or potentially another Quermian Jedi , appears in the background of a scene involving a gathering of the Jedi Council in " " . He can also be seen sitting on the Jedi Council in " " .