Pong Krell / Legends Pong Krell was a male Besalisk Jedi Master who served as a Jedi General in the Grand Army of the Republic during the Clone Wars . A powerful Jedi and a recognized war hero , he was relentless in his tactics on the battlefield , seeking success at all costs . As a combatant , he was an especially ferocious lightsaber duelist ; the advantage of four arms allowed him to wield two double - bladed lightsabers at the same time . As a general , Krell found insubordination intolerable and required strict adherence to command from all of his soldiers . During the war , Krell foresaw how the Republic would be destroyed from within , thus paving the way for the rise of a New Order . This vision , coupled with his lust for power , ultimately caused Krell to abandon the Jedi way . Outwardly , he maintained the appearance of his ties to the Jedi and Republic . In secret , Pong Krell had embraced the dark side of the Force . Around 21 BBY , when the shadow planet Umbara seceded from the Republic , Pong Krell was given command over the 501st Legion , serving as an interim general during Anakin Skywalker ' s absence . Krell deliberately crafted incompetent battle strategies in order to sabotage the Republic ' s campaign to retake the planet . By covertly assisting the Separatists ' efforts to retain Umbara , Krell hoped to join the Sith ranks as a disciple of the Sith Lord Darth Tyranus , thus securing a place for himself in the future Empire . Krell ' s plans were ultimately thwarted by the clone troopers under his own command . When his duplicity was uncovered , Krell was confronted by Captain CT - 7567 ( nicknamed " Rex " ) and troopers from the 501st Legion and the 212th Attack Battalion . Although he single - handedly slaughtered scores of clones , eventually he was captured and detained . While restrained by binder cuffs , Krell was fatally shot in the back by Dogma , his most loyal soldier , thus ending the fallen Jedi ' s life . Biography . Clone Wars . A Besalisk male from the Deep Core planet Ojom , Pong Krell ascended to the rank of Master in the Jedi Order by the time of the Clone Wars . As the Jedi were called into service by the Galactic Republic , Krell joined the war effort as a Jedi General in the newly - commissioned Grand Army of the Republic , composed mainly of clone troopers grown and trained on Kamino . Although his record for clone casualties was the highest of any Jedi officer , Krell established a reputation as a highly successful military strategist with many key victories credited to his name . But as the war progressed , Krell drew closer to the allure of the dark side of the Force . The tipping point for Krell came when he experienced a premonition of the future ; the Jedi all but wiped out , a Republic fallen , and an Empire made to take its place as the hegemonic power throughout the known galaxy . Krell was enthralled by what he witnessed and , having grown increasingly ambitious for greater power , renounced his allegiance to both the Jedi and the Republic . From then on , he maintained only the facade of loyalty , only to act as a double agent in order to sabotage the Republic ' s war effort . Eventually , Krell planned to openly serve at the side of the Sith Lord Darth Tyranus , thus securing for himself a place of prominence in the New Order to come . Battle of Umbara . In the year 21 BBY , General Pong Krell was dispatched by the Jedi High Council to Umbara , a former member - world of the Republic that joined the Confederacy of Independent Systems . Krell was not only well aware of Umbara ' s strategic significance in the Clone Wars . He also knew that the decisive victory in the campaign depended primarily on his success . Hence , he recognized this battle as an opportunity to prove his worth to Tyranus . He intended to ensure that Umbara remained in the Separatist fold by purposely devising ineffective strategies . By the time he arrived on the planet , Republic forces had already begun their invasion of Umbara with Jedi Knight Anakin Skywalker ' s 501st Legion leading the way to the planetary capital city . After sustaining some casualties during the initial engagement with the Umbaran natives , Krell arrived on the battlefield via a LAAT / i gunship and reported the Council ' s orders ; Skywalker was to immediately disengage from the battle and return to Coruscant . Although Skywalker was shocked by this order , Krell stated that it was at the direct request of Supreme Chancellor Palpatine . With Skywalker away , Krell was assigned as the 501st Legion ' s mission commander . Krell quickly acquainted himself with the unit ' s captain , Rex . Once he assumed command of the 501st Legion , General Krell immediately dismissed Skywalker ' s original plan for the capture of the Umbaran capital . Claiming this move was due to the strategic importance of the capital , as well as the fact that victory or defeat depended on the 501st , Krell decided that Skywalker ' s guerrilla warfare tactics were too slow and ultimately a waste of time . Hence , he concluded that unhindered military force would win the battle , and thus he ordered the 501st on a direct path to the capital city . Before they reached their destination , however , Krell and the 501st were attacked by two flying banshees . Krell swiftly killed both creatures , employing Force Jump s in conjunction with his double bladed lightsabers . Shortly afterward , Krell sent Rex and his troopers directly into a minefield , where they were ambushed and nearly overwhelmed by a group of Umbaran soldiers . Krell expressed his apparent frustration with the clones ' inability to achieve success without his support , though he ultimately chose to save their lives by dispatching extra troopers and AT - RT drivers to assist them . Rex and his troops sustained heavy casualties , but managed to repel the Umbarans with the aid of Krell ' s reinforcements . Krell made no effort to conceal his disappointment in Rex for retreating from the enemy . Advanced Recon Commando 5555 ( nicknamed " Fives " ) criticized Krell ' s strategy in front of the other troopers , and was nearly executed by Krell in response . Rex defended his own case by explaining that he was loyal to his Jedi officer , but that he also had a duty to the safety of his troopers as well . Although he was taken by surprise due to the Captain ' s outspoken nature , Krell noted how Rex possessed a spark of tenacity , which he saw as a rare trait in a clone , but also an important quality in leadership . He even admitted to the unorthodox style in his leadership , but nevertheless defended his reputation as a strategist , pointing to his past victories as evidence of his efficiency . Shortly afterward , Krell left the clones to ponder his words as another ambush by the Umbarans took place . Taking the airbase . Following this setback in the overall operation , Krell received a message from Obi - Wan Kenobi during a firefight between the 501st Legion and Umbaran soldiers . Kenobi reported how the capital city had become a virtually impregnable fortress due to the supplies it received from a nearby airbase . In order to weaken the capital ' s unassailable defense grid , Kenobi charged Krell and the 501st with the mission of destroying the airbase , and thus its supply lines to the capital city as well . Before cutting the link on the holocomm , Kenobi reminded his fellow Jedi Master that the entire operation depended on the success of Krell and his 501st Legion . Due to the high priority of his new assignment , Krell ordered Captain Rex to mobilize the clones for their deployment to the Umbaran airbase . Upon viewing their targeted location from a distance , Krell instructed Rex to lead a contingent of clone troopers through a gorge and destroy the airbase with brute force , in a full frontal assault . The Clone Captain suggested reconnaissance as an alternate approach , but Krell responded that the rest of the invasion force depended on the haste of a 501st victory , thus asserting how they did not have the time for a scouting operation . Rex kept his doubts to himself and loyally carried out his General ' s will . By this time , General Krell ' s influence on the 501st created animosity not just between himself and some of the clones , but also between the clones themselves . After their failed attempt to take the capital , Rex paid more respect to Krell , and took extra care to offer alternative options as opposed to outright questioning the General ' s orders . Fives grew increasingly bitter and resentful of Krell to the point where Rex defended Krell ' s proven success on the battlefield in past engagements . He also reminded the ARC trooper that a clone ' s duty was to faithfully support his superior officer without question or hesitation . Dogma strongly supported Krell ' s strategy and even stood up for him against Fives on more than one occasion . Hardcase , a hyperactive trigger - happy clone trooper , also favored the General ' s direct approach and paid little attention to the misgivings of his other comrades . When the clone troopers encountered heavy resistance from the Umbaran assault tanks , Rex instructed Fives and Hardcase to infiltrate the airbase and commandeer their starfighters . Rex then informed Krell of his deviation from the original plan , but the General was displeased at what he saw as an action that countermanded his orders . He commanded the Captain to proceed with the forward assault and left him with an ultimatum — either obey the order or be relieved of duty . Although Rex and his troopers were unable to overcome the Umbaran assault tanks , he ordered the clones to hold their ground as long as possible until Fives and Hardcase completed their task . Sergeant 1119 ( nicknamed " Appo " ) offered to reinforce Captain Rex ' s position with the rest of the battalion , but Krell ordered them to remain behind until after he gave the order , and not before . Both plans ultimately succeeded in the end , with Rex ' s ingenuity ensuring that Krell ' s overall plan succeeded . With the support of the enemy ' s commandeered starfighters , piloted by Fives and Hardcase , Rex and his clone troopers were able to proceed with their forward assault on the airbase . While watching the burning airbase with satisfaction , Krell ordered Sergeant Appo and the rest of the 501st to converge on the fallen base . The General commended Rex , attributing his success to luck . Rex added that many clone troopers were killed while trying to take the airbase , to which Krell asserted how death was often the price for victory . Dissent within the ranks . After the fall of the airbase , Obi - Wan Kenobi made contact with Pong Krell . He informed the Besalisk Jedi Master of his failure to conquer the capital . Despite the fact that the city ' s supply lines were severed by the capture of its airbase , a Separatist fleet arrived to support the beleaguered Umbarans . Before a new strategy could be fully discussed , the Umbarans jammed the communication lines , thus cutting off Kenobi ' s ability to coordinate the battle with Krell . Rex offered to have the clones work on reestablishing contact with Kenobi ' s forces , but Krell dismissed the idea and ordered the 501st to prepare for an all - out attack on the capital city . Although Rex doubted that the strategy could work without the cost of high casualties , he did not have an alternative solution . Furthermore , Krell pointed out how the Captain was loyal enough to obey a direct order without question . Hence , Rex prepared to mobilize the clones for another forward assault . However , before the 501st Legion carried out its assault on the capital , Fives suggested how they could use the Umbaran starfighters to infiltrate and destroy the Separatist supply ship . Krell rejected the plan on the grounds that they did not have any trained pilots to fly the starfighters . Although Rex remained skeptical about a forward assault , he ultimately concurred with the General in that Fives and his men were amateur pilots . Fives took it upon himself to disregard Krell ' s orders by carrying out his plan anyway , and thus he recruited Hardcase and CT - 5597 ( nicknamed " Jesse " ) to his cause . Together , they destroyed the supply ship , but at the cost of Hardcase ' s life . When Krell learned of Fives ' s insurrection , he sent Sergeant Appo to bring the dissenters , along with Captain Rex , to him immediately . When Rex , Fives and Jesse reported to the airbase ' s communications tower , Krell admitted that though their actions were bold , they were also clearly treasonous . Rex vouched for his men and tried to take the blame , but Fives intervened and insisted on bearing the full consequences of his actions alone . At this point , Krell was fed up with the ARC trooper ' s audacity — from disobeying a general ' s orders to dictating who should be punished for crimes of treason . Krell ' s decision was to arrest Fives and Jesse . He intended to have them both court - martialed , in which both would be found guilty of treachery — an offense punishable by death . The carnage of Pong Krell . Captain Rex made one last attempt to appeal to General Pong Krell on behalf of Fives and Jesse , both of whom had been imprisoned in the airbase ' s detention center . Krell confided in Rex his displeasure with clone troopers , noting examples of defective behavior in some of the clones who served him in the past . Furthermore , he pointed out that the two dissenters had to die , lest their actions established a dangerous precedent that encouraged other troopers to disregard the chain of command whenever they saw fit . Rex assured Krell of the 501st Legion ' s loyalty , but also confessed that some believed that the General was needlessly wasting their lives . In the end , Krell agreed to dismiss the trial of a court martial . Instead , he commuted their sentence to summary execution . Rex was genuinely shocked , but still assembled a firing squad since Krell possessed the authority to execute traitors on the spot . A last minute plea from Fives ultimately caused the clone firing squad to disobey Krell as well . Dogma , on the other hand , was outraged and offended by his fellow clones ' disregard for orders . Before Krell could respond to the situation , however , he received a report that the Umbarans had captured Republic supplies . After temporarily suspending the execution of Fives and Jesse , Krell ordered Rex and the 501st to engage the Umbarans , warning them that they might be disguised in Phase II battle armor . Rex and his men engaged what appeared to be enemy units disguised as clone troopers , until he found out that they actually were clones . Before dying , Waxer revealed how he thought that the 501st were Umbarans in disguise , due to a warning from Krell . Although he knew that his actions were nothing short of high treason , Rex convinced the 501st Legion to follow him as he returned to the airbase to arrest General Pong Krell . Krell calmly received Rex and his troopers in the watchtower , amused by their attempt to relieve him of command . As they took a position to surround him , the General accused them all of being traitors before repelling them back with a powerful Force repulse . Krell activated both of his double - bladed lightsabers , easily deflected their ranged attacks while cutting them down at the same time . He then jumped out of the watchtower and landed on the surface of the airbase , only to be completely surrounded by the 501st . He charged the clones without hesitation , using his blades to protect himself from their blaster fire . After breaking through their lines and killing many clones in the process , Krell escaped into the jungle with Rex and the 501st in pursuit . Many of the clone troopers who pursued him were easily slain by the fallen Jedi Master . As the fight wore on , however , Krell ' s overconfidence got the better of him . Due to the quick thinking of Tup , Krell was caught in the grip of a Vixus . Even still , Krell furiously tried to cut himself free while simultaneously blocking more blaster shots and killing several more clones as well . Though he eventually freed himself , the clones took advantage of his momentarily dazed state and attacked him with a stun blast , thus rendering the General unconscious . After being shackled and imprisoned in the airbase , Captain Rex asked why he had turned against the Republic , despite being a Jedi . Pong Krell revealed how he eventually came to reject the Jedi Order , which he regarded as a weak organization that only the naive could serve . He also explained how he foresaw the eventual death of the Galactic Republic , the fall of the Jedi Order and the birth of a New Order in the imminent future . After some convincing from Fives , Rex agreed to execute Krell , but ultimately found himself unable to pull the trigger . Krell ' s life was ended by Dogma , the clone who had been his most loyal soldier , who unexpectedly shot the former Jedi General in the back due to his anger over Krell ' s betrayal . Afterward , Dogma was taken into custody for killing his Jedi officer . The fall of Krell during the battle demonstrated that Jedi could fall to the dark side if they fall to despair with the way the war was going . Personality and traits . In war , Pong Krell was a relentless Jedi Master who settled for nothing less than absolute victory on the battlefield . Committed to both the Jedi Order and the Galactic Republic , Krell became a successful general through his unorthodox — but efficient — strategies . He was supremely confident in his command style , and thus he expected complete obedience to the chain - of - command from his subordinates . During the Battle of Umbara , Pong Krell displayed a low opinion of clone troopers , but he was especially antagonized by Clone Captain 7567 . He was extremely irritated by the captain ' s suggestion to let the troopers rest before completing their objective , as well as their failure to defeat Umbaran soldiers without the assistance of his reinforcements . Krell was also not afraid to use the threat of deadly force to put insubordinate troopers back in their place , as ARC - 5555 discovered when his outspoken criticism of the general ' s leadership was silenced with an order at the point of a lightsaber blade . In terms of military strategy , Krell was keenly aware of Umbara ' s significance to the Republic ' s war effort , including the fact that the chances of victory depended primarily on himself and the 501st Legion . Though viewed by some clones as a gruff and uncompromising tactician , the fiercely focused Krell was unshakably determined to achieve the best results in battle so that the outcome would be nothing short of a Republic victory . Consequently , however , this record for success also produced a record for the highest casualties as well , which Krell rationalized as a natural consequence of war . Although he was a highly skilled combatant , Krell did not normally get involved in the fighting unless absolutely necessary . During the Battle of Umbara , he intentionally remained away from most of the fighting in order to covertly assist the Umbarans and the Separatists . Far from being an incompetent general as some of the 501st initially perceived him to be due to his seemingly reckless strategies , Pong Krell revealed his true nature when his own clone troopers attempted to arrest him . He detested the clones as " creatures " hatched in the laboratories of Kamino . He also took immense pleasure in killing many clones with ease , as well as the fact that he no longer had to hide behind his Jedi facade . By this time , the tenets of the Jedi Order had become meaningless to Krell . In his eyes , the Jedi were too naive and the path to true power was through the Sith . As a result of his new beliefs , Krell reveled in the dark side of the Force . Powers and abilities . Pong Krell was an incredibly powerful Force user and warrior . His Besalisk physiology allowed him to wield two double - bladed lightsabers at once with profiency . These lightsabers both folded in the middle , making them easier to carry on his person . He wielded his dual double - bladed lightsabers with deadly precision , spinning them like buzz saws for devastating effect and was capable of easily defending himself against the joint clone forces of the 501st Legion and the 212th Attack Battalion . Although he was undermined by his own overconfidence and the ingenuity of Trooper Tup , Krell easily massacred scores of clones with a combination of deadly lightsaber techniques and powerful Force skills . He was also highly skilled in unarmed combat , which he displayed while fighting clones with his bare hands . Despite his size , Krell proved himself to be an agile fighter as well . In addition to being a deadly combatant , Krell was also skilled in use of the Force , using his arms to unleash a Force repulse on the first group of clone troopers that attempted to arrest him . He was also trained in Force Jump , which he used to escape from the airbase ' s watchtower . Additionally , he was capable of using telepathy to taunt the clones while stealthily hiding in the jungles of Umbara . Aside from mocking the clone troopers , he also used this ability to confuse them by making his voice echo in every direction . He was also able to sense emotions through the Force , such as Captain Rex ' s fear and uncertainty . In addition to these abilities , Krell possessed a powerful ability to foresee future events . This ability was paramount to his conversion to the dark side , for he prophesied the near destruction of the Jedi , the fall of the Republic , and the rise of an Empire .