Tarkin ( superweapon ) The Tarkin , or the Tarkin Project , was an Imperial superweapon modeled in principle after the first Death Star battlestation and named in honor of the late Grand Moff Wilhuff Tarkin . The " Tarkin " combined the first Death Star ' s offensive capabilities in the form of a planet - destroying ionic cannon superlaser with a defensive shield generator and a set of engines . Imperial engineer Bevel Lemelisk designed the " Tarkin " , at the behest of Emperor Palpatine following the Death Star ' s destruction at the Battle of Yavin , as a prototype weapons testbed for the construction of the " Eclipse " - class Super Star Destroyer , a massive warship armed with a ship - mounted superlaser . With technological refinements , the " Tarkin " improved upon the mistakes learned from the first Death Star , including the absence of the single design flaw — an exposed thermal exhaust port — that proved to be the original battlestation ' s undoing , in the name of the development of a second Death Star , built concurrently with the " Tarkin " . The Empire secretly began constructing the " Tarkin " in the Patriim system , above the garrison planet Hockaleg , under the supervision of Admiral Nod Warfield . In 3 ABY , following the Battle of Hoth , Imperial Grand Admiral Martio Batch requisitioned the " Tarkin " destructive superlaser to smash the planet Aeten II — the only ever offensive application of the " Tarkin " superweapon — releasing millions of the planet ' s deeply buried stygium crystals into space , which Batch gathered to recreate the stygium screen cloaking device for his TIE Phantom development project . Once learning of the " Tarkin " existence shortly thereafter , the Rebel Alliance dispatched an elite commando team consisting of Luke Skywalker , Princess Leia Organa , the Wookiee Chewbacca , and the droids C - 3PO and R2 - D2 — the only Rebels to have been aboard the first Death Star and survived — to the Patriim system to infiltrate the " Tarkin " and destroy the superweapon from within before it could be completed . Despite the presence of the Dark Lord Darth Vader and a traitorous group of the superweapon ' s commanding officers , who sought to both kill Vader and stop the Rebel saboteurs , Organa drew upon a recollection of the original Death Star ' s technical schematics to rewire the " Tarkin " superlaser firing mechanism to fire on itself . The " Tarkin " later self - destructed upon activation of the sabotaged superlaser in a failed attempt to obliterate the Rebels as they fled from the battlestation . Description . The " Tarkin " superweapon , also known as the Tarkin Project , was a giant planetary - scale battlestation following the same basic principles of the first Death Star . The " Tarkin " combined the Death Star ' s primary offensive battery and massive ionic cannon superlaser , capable of shattering a planet in the same mold as the Death Star ' s , with a defensive shield generator system and a set of engines . The " Tarkin " superlaser , comprising a central concave dish encircled by a series of secondary tributary nodes , dominated the battlestation ' s external forward superstructure . The awesome size of the " Tarkin " reduced the Empire ' s normally - fearsome Star Destroyers to diminutives by comparison . Unlike its predecessor , the " Tarkin " was constructed without the single design flaw — an exposed thermal exhaust port — that led to the Death Star ' s destruction . Set back from the forward superlaser dish was the " Tarkin " central command tower and bridge . The command tower resembled the same trapezoidal design found on " Imperial " - class Star Destroyers , sans the twin deflector shield generator domes . The bridge , too , resembled the layout of the " Imperial " - class Star Destroyer in a general sense , with a wide angular viewport and a command walkway . A series of double - tiered seated command stations were circularly - arrayed before the bridge ' s viewports . The battlestation ' s interior was divided into sections and levels identified by letters and numerals — K - level and sections TH - 10 and TH - 11 , for example . The interior also housed the installation ' s main power reactor , the primary external tractor beam generator , the escape pod bay , hangar bays hosting the " Tarkin " starship complement , and the superweapon ' s complex activating mechanism . A series of service lifts offered rapid vertical transport between the " Tarkin " many decks . A stormtrooper guard force patrolled the " Tarkin " and provided security for the battlestation ' s sensitive areas , restricting access only to those with proper clearance , and a series of gunners controlled the " Tarkin " superlaser firing mechanism . The " Tarkin " also maintained a TIE / LN starfighter contingent for close - range aerial support . Non - military construction vehicles aboard the " Tarkin " included cargo vessels and cargo trolley s . History . Design origins and destruction of Aeten II . The " Tarkin " was a direct descendant , in both form and function , of the Empire ' s first Death Star , destroyed in the Battle of Yavin in 0 BBY . Incensed at the loss of his weapon of doom , Emperor Palpatine ordered engineer Bevel Lemelisk , the Death Star ' s original designer , to produce a resurrected Death Star , even larger and more powerful than the first . At the same time , the Emperor likewise had already ordered the construction of a pair of massive warships equipped with superlasers — the " Eclipse " - class dreadnought . To keep the Rebel Alliance from discovering the new Death Star and to test the ship - mounted superlaser of his new warships , the Emperor tasked Lemelisk with developing a prototype of the " Eclipse " - class into an operational weapons platform . Lemelisk first set to designing a superlaser weapons testbed , similar in principle to the first Death Star prototype constructed in the Maw Installation , that corrected the mistakes learned from the first Death Star ' s design with technological refinements . Imperial officers eventually christened this weapons testbed , essentially a scaled - down version of the Death Star , the " " Tarkin " " , in memory of the late Grand Moff Wilhuff Tarkin , the Death Star ' s former commanding officer . After Lemelisk ' s design team completed their work on the " Tarkin " , they began designing the Death Star ' s successor . Meanwhile , construction on the superlaser testbed began at the Patriim shipyards in the Patriim system , above the garrison planet Hockaleg . The Empire secretly funneled resources into the " Tarkin " construction under the nose of the Rebel Alliance . Although considerably smaller in size than the Death Star , the " Tarkin " was still so large as to be visible in the Hockaleg sky as a rectangular satellite . The construction was overseen by Admiral Nod Warfield . As the " Tarkin " neared completion in 3 ABY , following the Battle of Hoth , the superlaser testbed became a symbol of intrigue for Grand Admiral Martio Batch . The Emperor had tasked Batch with developing a working cloaking device , since cloaking technology had become almost non - existent in the galaxy by the time of the Galactic Civil War . Batch succeeded only in creating a cloak that suffered from " double blindness , " meaning that those aboard the cloaked starship could not see out . To create a fully functional cloak , Batch required access to the once - common stygium crystals found in the mines of the hidden planet Aeten II , but the mines had long since run dry . To solve the problem , Batch requisitioned the " Tarkin " superlaser . Batch pulled rank to divert the " Tarkin " to the Aeten system in the Dreighton Nebula of the Outer Rim Territories , where he used the superlaser to shatter Aeten II , thus releasing millions of the planet ' s remaining stygium crystals into free - floating space . Thanks to the " Tarkin " , Batch used the freed stygium crystals to recreate the classic stygium screen cloak in conjunction with his prototype TIE Phantom project . The destruction of Aeten II would prove to be the only time the " Tarkin " successfully fired its superlaser . Rebel infiltration . The " Tarkin " was constructed in the Patriim orbiting drydock facility above Hockaleg , held in temporary balance by the gravitational pull of the planet below . The " Tarkin " sizable labor force resided in meager shanties in a spaceport town on the planet while in between work shifts , and construction crews were shuttled to the " Tarkin " daily . Several " Imperial " - class Star Destroyers protected the " Tarkin " drydock construction site . Not long after the destruction of Aeten II , a Rebel pilot , Maraba Tev , led a spy mission to the Patriim system , where he stole a set of the " Tarkin " schematics , revealing the battlestation ' s existence to the Rebel Alliance . Realizing the full destructive capabilities of the " Tarkin " and the incredible threat the battlestation posed , the Rebellion resolved to destroy the " Tarkin " before it became operational . Because the " Tarkin " was built without the single design flaw found in the first Death Star , a direct attack would have been suicidal . Instead , Rebel General Carlist Rieekan organized and dispatched a small commando team to infiltrate and bring the battlestation down from the inside . The Rebel assault squad included Luke Skywalker , Princess Leia Organa , the Wookiee Chewbacca , and the droids C - 3PO and R2 - D2 — the only Rebels to have infiltrated the original Death Star and survived . The Rebel commando team did successfully infiltrate the " Tarkin " , first by docking on Hockaleg aboard the freighter , the " Millennium Falcon " , listed as a vessel in need of repairs , and then mixing in among the " Tarkin " construction crew and boarding a shuttlecraft that delivered them to the " Tarkin " in orbit . However , the Imperial superweapon would serve as a crossroads for three competing factions at the time of the Rebel infiltration . The Dark Lord Darth Vader , recently arrived aboard the battlestation for an inspection , detected Skywalker ' s presence as soon as he boarded . Vader ordered all on - board security to vacate the area housing the " Tarkin " main power reactors , planning to confront Skywalker there and turn him to the dark side of the Force . Meanwhile , a group of the " Tarkin " commanding officers , tired of living in fear of the Dark Lord ' s iron discipline , planned to kill Vader before the day was out . The Rebels split up into three parties , each tasked with neutralizing a certain component of the " Tarkin " — Chewbacca planned to destroy the battlestation ' s exterior tractor beam generator to allow for an escape , Organa would secure an evacuation route by seizing control of an escape pod , while Skywalker would destroy the central reactor with a proton grenade — but not before alerting the " Tarkin " bridge to their presence . Vader immediately moved to the sector of the " Tarkin " housing the reactors to intercept Skywalker , ordering the battlestation to increase security along possible escape routes , while the " Tarkin " commanding officers , recognizing Vader ' s preoccupation with the Rebel infiltrator , prepared to strike . The Princess ' s vengeance . Only one - third of the Rebels ' sabotage strategy went as planned . Chewbacca , with the help of C - 3PO , succeeded in blowing up the " Tarkin " tractor beam generator after a conspicuous tangle with a trio of stormtroopers . Organa , however , was ambushed by four waiting stormtroopers in the " Tarkin " escape pod bay . Although she quickly dispatched the group , Organa was forced to abandon the Rebels ' planned escape route . Skywalker ' s mission was also foiled , not by Vader , but rather through the intervention of the " Tarkin " commanding officers . Vader was already waiting for Skywalker when the latter reached the reactor generator room , but before the two warriors could meet , Colonel Nord , one of the " Tarkin " officers trying to kill Vader , remotely opened an airlock in the sector housing the reactor from the bridge , hoping to flush the Dark Lord out into space . The airlock breach nearly pulled both Vader and Skywalker to their deaths , and ripped the proton grenade out of Skywalker ' s hands into the depths of space , but both managed to resist the pull of vacuum . Skywalker pulled himself into an open freight lift and escaped the area , but the loss of the proton grenade meant he could not sabotage the " Tarkin " reactor . Through his strength in the Force , Vader overcame the pull of vacuum to reach the manual controls and close the airlock , but he knew Nord had just tried to kill him . Meanwhile , Organa , finding herself lost , had unwittingly stumbled into the activating mechanism for the " Tarkin " central ionic cannon , which she realized was the very same machinery that had destroyed her homeworld of Alderaan . Knowing the Rebellion could never allow the Empire to use the " Tarkin " superlaser , Organa bought her sabotage team a mode of insurance . She remembered the original schematics to the first Death Star that R2 - D2 had once helped secure , enabling her to switch a few wires in the firing mechanism , which reversed the polarity modes of the superlaser ' s fire controls , in essence setting the " Tarkin " to self - destruct should it ever fire its primary weapon . With their sabotage mission seemingly all but a failure , the Rebel team commandeered an unused transport and escaped from the " Tarkin " , but Vader ordered a pair of the battlestation ' s TIE Fighters after them in pursuit . The sudden arrival of Lando Calrissian in the " Millennium Falcon " helped the Rebels escape the TIEs , only to prompt Vader to enter the fray in pursuit of the Rebels in his own personal TIE fighter . The escaping " Millennium Falcon " managed to disable Vader ' s fighter but in doing so succeeded only in leaving both the Dark Lord and the fleeing Rebels in perfect firing sight of the " Tarkin " . Nord ordered the battlestation ' s ionic cannon primed , hoping to wipe out both Vader and the Rebels at once , but just as the " Tarkin " superlaser completed primary ignition and the battlestation ' s gunners activated the firing mechanism , the Empire ' s superweapon testbed exploded . Leia Organa ' s tampering of the " Tarkin " ionic cannon firing mechanism had set the superlaser to fire on itself . In a roundabout way , the Rebels ' sabotage mission had been a success , and Organa single - handedly destroyed the same superweapon technology that had wiped out Alderaan . She and the Rebels escaped the " Tarkin " destruction . The " Tarkin " detonated in a massively expanding fireball of burning fuel in all directions that was clearly visible in the skies of Hockaleg . The explosion instantly swallowed two nearby Star Destroyers and a dozen more smaller vessels , and released billions of debris fragments , as well as electromagnetic radiation interference that prevented any local ship - to - ship communications . The explosion ' s shockwave sent Vader ' s fighter tumbling away into space , although the Dark Lord narrowly avoided his own destruction in the battlestation ' s wreckage and was soon rescued by a stormtrooper from the Hockaleg spaceport . Vader reasoned that the Emperor was possibly already aware of the " Tarkin " destruction and would likely express his displeasure at the loss . Legacy . The loss of the " Tarkin " did not quell the threat of Imperial superlaser technology , however . The Empire unleashed the second Death Star only months later during the Battle of Endor , and although this Death Star would suffer the same fate as the " Tarkin " testbed — destroyed by the Rebellion — the battlestation ' s superlaser performed successfully during the battle . Years later , in 10 and 11 ABY , the resurrected clone Emperor Palpatine took the two " Eclipse " - class warships for which the " Tarkin " had served as a ship - mounted superlaser testbed — the " Eclipse " and the " Eclipse II " — as his personal flagships in a failed campaign to destroy the New Republic . Both vessels , like the " Tarkin " , were eventually destroyed . In 12 ABY , the Hutt crime lord Durga Besadii Tai commissioned Bevel Lemelisk to construct yet another Death Star - like superweapon , the Darksaber , which was similar in principle to the " Tarkin " , although it too met the same fate as its predecessors . Commanders and crew . The " Tarkin " core group of commanding officers included an alliance of men who had banded together to kill Darth Vader , the battlestation ' s commander - in - chief , in a plan originally formulated by Colonel Nord . They had grown tired of the Dark Lord ' s unforgiving nature and his tendency to kill their fellow officers for committing honest mistakes any Human would be prone to make . Unless they stopped Vader , they feared any one of them would be the next to meet one of Vader ' s dark - side executions . The group met within a secluded maintenance area near the bottom levels of the " Tarkin " to discuss their plan of action . The group of Imperial officers included General Biel ; Captain Voal , who originally carried out Vader ' s command to remove all security personnel from the " Tarkin " reactor area in preparation for Luke Skywalker ' s capture ; and Nord , the man responsible for the failed attempt on Vader ' s life . From the bridge , Nord remotely opened an airlock near the reactor area during the Rebel infiltration , hoping to flush Vader out into space , but the Dark Lord ' s Force powers allowed him to survive . Vader realized Nord ' s treachery , but the " Tarkin " exploded , killing the group of insurrectionists before Vader could deal with them . Other officers serving aboard the " Tarkin " during the Rebel infiltration included an admiral stationed aboard the bridge . Vader commanded this admiral to ready his personal TIE fighter for launch to chase down Skywalker and the fleeing group of Rebels . During the Rebel infiltration , the stormtrooper named Berl was among a trio of soldiers guarding the " Tarkin " exterior tractor beam generator . Chewbacca physically lifted Berl from the ground and threw the stormtrooper into the heart of the generator , blowing it . Additional stormtroopers patrolled Hockaleg ' s spaceport on the planet below , including troopers CT - 4981 , who left his post upon the " Tarkin " destruction to search for survivors and recovered Vader ; TK - 813 ; and TK - 529 . CT - 4981 ' s duties included clearing shuttle flights to the " Tarkin " in orbit . Aside from enlisted military personnel , the Empire conscripted a number of Humans for ground operations at the spaceport . A sizable and motley construction crew of humanoids and other alien species — many of whom harbored disfavor for the Empire — also resided on the planet among the spaceport ' s spread of ramshackle structures while laboring on the " Tarkin " above . Each member of the construction crew wore green standardized uniforms . Skywalker and Leia Organa stole the uniforms of two construction crewmen , a laborer named Brunok and his partner , enabling them to intersperse among the construction crew and infiltrate the " Tarkin " . After witnessing the " Tarkin " explode in the skies above , many of the project ' s laborers revolted and ran amok of the Hockaleg spaceport , attacking the Imperial headquarters and the stormtroopers they encountered . Behind the scenes . The " Tarkin " superweapon was introduced into " Star Wars " canon in the story arc covering " Marvel Star Wars " comic issues 51 and 52 — and — released in September and October 1981 . " Marvel Star Wars " creators David Michelinie and Walt Simonson originally intended the " Tarkin " to be a second Death Star , but Lucasfilm forced them to change their story . Michelinie and Simonson were unaware upon the development of the " Tarkin " story arc in 1981 that Lucasfilm actually planned to feature a second Death Star in the film come 1983 . With no real explanation from Lucasfilm why they couldn ' t use a Death Star , Michelinie and Simonson simply changed their Death Star idea to a stripped - down flying cannon while keeping the same story . Eventually , they did learn that they had inadvertently stumbled upon George Lucas ' s same story idea for " Return of the Jedi " . The March 2003 article " " , written by Daniel Wallace and Abel G . Peña for " Star Wars Insider 66 " , connected the " Tarkin " backstory with Grand Admiral Martio Batch destroying the planet Aeten II for the benefit of a stygium cloaking device , which serves as an explanation for how the Empire had access to stygium - type cloaking technology in the 1995 video game " " , despite canonical evidence suggesting the contrary . In a June 2005 blog posting on StarWars . com , Wallace later called this link " the retcon of retcons . " In the November 2006 article " Comic Marvels " from " Star Wars Insider 91 " , writer Jason Fry later picked the " Tarkin " story — " Marvel " issue 51 , " Resurrection of Evil " — as the number one " Anticipation " story in the entire " Marvel Star Wars " comic run , because of its connection to a second Death Star , which wouldn ' t be realized until the release of " Return of the Jedi " nearly two years later . The events of " Marvel " issues " Resurrection of Evil " and " To Take The Tarkin " inspired the Ryder Windham short story " Vader Adrift " , published in the November 2011 " Star Wars Insider Special Edition 2012 " magazine , which introduced new developments involving Darth Vader immediately following the " Tarkin " destruction . Non - canon history . The eleventh issue of the " Star Wars Adventure Journal " , published November 1996 , included a recurring department of the magazine entitled " Fragments from the Mind ' s Eye , " drawn by Pablo Hidalgo . This issue depicted a humorous scenario in which a number of previously destroyed Imperial superweapons up to that date in " Star Wars " canon — including both Death Stars , the World Devastator , and the Galaxy Gun , among others — are being sold at B ' hob ' s Discount Superweapons . Featured among the junkyard of failed Imperial superweapons is the " Tarkin " battlestation .