Pau ' an / Legends Pau ' ans were gaunt near - Human s native to the planet Utapau . Also known as Utapauns and Ancients due to their long lifespans , they co - existed on Utapau with the Utai . The two species got along well , with the lanky Pau ' ans assuming leadership roles on the planet . Though some viewed the Pau ' ans as frightening , they were friendly , and were more than happy to welcome visitors to their little - known world . Due to Utapau ' s remoteness in the Outer Rim Territories , the Pau ' ans were isolated for most of their history . However , they played a part in galactic events in 19 BBY , when the Confederacy of Independent Systems conquered Utapau . The Pau ' ans opposed the Confederacy with the aid of the Republic , and later opposed the Empire , after Imperials took control of their planet following the Declaration of a New Order . Biology and appearance . The average member of the sentient near - Human Pau ' an , or Utapaun , as they were sometime called , species stood taller than a Human , at approximately 1 . 9 meters . They were bald and their head was striped with furrowed gray skin . Pau ' ans weighed seventy kilograms on average . Pau ' ans had large , sunken black eyes in red eye sockets and jagged , fang - like teeth used for tearing into raw meat , as they were carnivores . The species had pale , wrinkled skin , due to the fact that they lived in the sinkholes of Utapau , giving them limited access to light . These traits caused some to view them as frightening . However , Pau ' ans as a society were generally friendly , and were happy to welcome guests to their often overlooked world . Pau ' ans had long lifespans , living up to 700 years , much longer than the Utai , the other species native to Utapau . This earned them the nickname of " Ancients " . Members of the species were able to see well in darkness . Pau ' ans had five fingers and toes , but were more mobile than they appeared . They often wore elaborate clothes intended to heighten their impressive stature . Most Pau ' ans spoke both Utapese and Basic . Society and culture . The Pau ' ans fulfilled most of the governmental and administrative duties on Utapau , as the Utai did not desire such work , serving as laborers instead . Most Pau ' ans served as leaders early in their lives , often managing teams of Utai laborers . This gave them experience that would be used later in their life . Pau ' ans were kind leaders , and sympathetic to their subordinates . Each city on Utapau was controlled by a Master of Port Administration , a hereditary title reserved for Pau ' ans . These administrators were assisted by advisory councils for making important decisions about their city , turning to the Utapauan Security Force when necessary . Each Administrator served on the Utapauan Committee and oversaw planetary governance . However , the committee rarely made crucial decisions , as the cities were able to function on their own most of the time . Despite the many differences between the Pau ' ans and the Utai , the two species were able to co - exist peacefully , although inhabitants of the different Utapaun cities often had conflicts due to philosophical differences . Still , these conflicts rarely developed into bloodshed , and it was more common for the cities to ignore each other . Each city had its own culture , and competition was fierce between the groups . However , they were able to cooperate when the situation necessitated it , such as during the Confederate invasion of the planet in 19 BBY . Pau ' an society was a blend of a variety of styles and cultures , borne from the ancient merger with the Utai . Built into the sinkhole walls , Pau ' an settlements such as the Pau City spaceport were divided into different areas , each a mix of architectural styles and other - worldly design . They liked art , and enjoyed studying sculptures and finding ways to incorporate different artistic styles into their architecture . Pau ' ans developed an industrial society , despite their seemingly primitive and natural image , though the Utai were the ones who actually did the hard work . The Utai did not mind , however , and collectively much preferred labor to positions of leadership . They were able to power their city by wind , harnessing it through massive windmills . Over ninety - nine percent of the planet ' s power came from these windmills . Most Pau ' ans rode living beasts like varactyls and dactillions instead of speeders . Pau ' ans , as well as Utai , were known for their love for Podracing . Pau ' ans represented 30 % — or approximately 28 . 5 million — of Utapau ' s total population of 90 million inhabitants . History . Pau ' an civilization began around 57 , 000 BBY . It was believed that settlers traveled to Utapau hoping to find a hospitable world to colonize after the destruction of their homeworld . Some created homes in the sinkholes , while others lived on the surface . Over time , the species changed genetically , becoming the Pau ' ans and the Utai , two species with many differences but some similarities . Researchers from the University of Sanbra discovered evidence supporting the theory that the two species were related , although exact specifications were not certain . Eventually , a climate change , causing severe winds , forced the Pau ' ans underground , into the sinkholes . The Utai welcomed the Pau ' ans , and over time , the two societies merged together to live in a mutually beneficial civilization . Timon Medon was the Pau ' an responsible for this , and he was held in high esteem by Pau ' ans for his actions . Following the merging of the two cultures , they split into several different groups , forming sinkhole cities scattered across Utapau . Tion Medon , Port Administrator in 19 BBY , was named for Timon Medon . Pau ' ans represented only about thirty percent of the population on Utapau , though as the administrators and bureaucrats of the sinkhole cities , their influence made up for their lack of numbers . Due to trade restrictions placed on them by the Trade Federation , Pau ' ans were unable to import many goods such as weapons or starships , and were forced to create their own technology . As Utapau was located in the distant Outer Rim Territories , few independent traders ventured to their planet ; although many ventured there around 49 BBY after hearing rumors that the waters on the planet had miraculous healing properties . There were even claims that Utapau was the original home of the Jedi , although these reports were not new ; they had originated millennia before . Though the Pau ' ans did not want to draw attention to themselves for fear of meeting more powerful cultures who might try to conquer them , they eagerly welcomed visitors who wished to experience the healing for themselves . However , once the water was proven to be nothing more than ordinary water , most people forgot about Utapau , once again leaving it alone . The Pau ' an culture was disturbed during the Clone Wars by the Confederacy of Independent Systems . Though the neutral Utapauns attempted to fight back with several Rendili Star Dreadnaughts , the CIS succeeded in conquering the planet as a stronghold . Administrator Tion Medon and his aide Lampay Fay were forced to host General Grievous and his allies on Utapau , turning the planet into a Separatist safehouse . The Pau ' ans hid their starfighters , Porax - 38 fighters , so they would not be used by the Separatist war machine or destroyed . With the arrival of Jedi Master Obi - Wan Kenobi , many Pau ' ans and Utai fought back against the droid forces , with the Utai flying their starfighters in an effort to help liberate their planet , though Utapau was subjugated once more with the formation of the Galactic Empire . The Empire used the planet ' s resources with no thought to the native cultures that were affected , and Pau ' an captives were shipped as slaves for several Imperial projects , including the colonization of Byss . Some Pau ' ans and Utai created resistance movements , and the different cities were able to unify once more in the face of a great threat . Following the liberation of their planet by the New Republic , they joined the new galactic government , hoping to avoid further enslavement and poor treatment at the hands of the leaders of the galaxy . Following the Yuuzhan Vong War , the Utapauan Committee elected to join the Galactic Alliance , holding democracy as vital to the preservation of the galaxy . When the Sith Lord Darth Krayt took control of the Galactic Empire , Utapau sheltered Admiral Gar Stazi of the Galactic Alliance Remnant late in the war after having providing the GA fleet shelter throughout the conflict . Condemning the genocide wrought by the Sith on Dac , Port Administrator Telan Medon of Pau City agreed to harbor Stazi and his wounded men deep in the labyrinthine caves that pocketed the capital . Unbeknownst to the Pau ' ans , Sith scientist Vul Isen had established a laboratory on the planet , conducting illegal experiments on the natives . Located within plain sight in one of Pau City ' s main precincts , the lab ' s function was to provide Isen a space to concoct a deadly virus that would wipe all life from Utapau indefinitely . Before Isen could unleash the deadly plague , Jedi Knight Cade Skywalker infiltrated the lab and cut Isen down , securing the toxin and saving the Pau ' an race from extinction . Pau ' ans in the galaxy . Pau ' ans were rarely found on a world other than Utapau , owing mainly to the remoteness of their planet . However , one individual who did achieve notoriety was the Pau ' an Darth Desolous , who served as a Jedi prior to his fall to the dark side , when he became a Sith . Born in approximately 3522 BBY , Desolous joined the Jedi Order before being expelled due to his violent tendencies . He turned to the dark side , returned to Utapau , and trained a number of Pau ' ans in melee combat . Desolous and his army killed a number of Jedi before he was defeated and killed by the Jedi High Council at Yaga Minor . In another instance , Lar Le ' Ung attained the rank of Master within the rebuilt Jedi Order by 25 ABY , only to die at the beginning of the bloody Yuuzhan Vong War . Pau ' ans that left Utapau could be found as aides to nobles and senators . Having Pau ' an aides was seen as a status symbol , much like having Caamasi advisors . As the Pau ' ans were skilled leaders , some were recruited by the Corporate Sector Authority to work as managers of corporations . At one point , so many Pau ' ans were recruited by companies that the CSA had to intervene and force businesses to take only a limited number of Pau ' ans to be managers . However , following the rise of the Empire , Pau ' ans were mistreated , and the assistants who had formerly enjoyed pleasant , successful lives were mocked and used as slaves . At least one Pau ' an joined the Galactic Empire , serving as an interrogator . This particular Pau ' an enjoyed torturing suspects , and would use torture to force them to divulge information . Around 0 ABY , he interrogated Princess Leia Organa , a member of the Rebel Alliance , in an effort to determine the identity of the pilot who had destroyed the Empire ' s Death Star superweapon . This individual was killed by the assassin X - 7 before he could force any information from Organa . Behind the scenes . The Pau ' ans were created for , although the planet of Utapau was first conceived for and later included in of " " before being changed into Tatooine . Utapau was the original name for Naboo in the early drafts of " " . The species and the planet first appeared in " Star Wars " canon in the . The design of the Pau ' ans for " Revenge of the Sith " was originally intended for the natives of Mustafar . They were designed as - like creatures per George Lucas . Artist Sang Jun Lee drew some initial sketches of the Pau ' an species , and Robert E . Barnes and Mike Murnane created sculptures of their faces . The design developed over time and was later changed to the Pau ' ans ' current appearance as " Revenge of the Sith " developed . Their backstory was later expanded on in " The New Essential Guide to Alien Species " , and an article on Wizards . com . The Pau ' ans in " Revenge of the Sith " were created through a mix of prosthetic makeup effects and . The design of their face was inspired by an African tribal mask .