Pau ' an Pau ' ans , also known as Utapauns , were gaunt , long - limbed humanoid s from Utapau . They dwelled in their planet ' s sinkholes , and tamed the local varactyl for riding . Due to their long life - span , they were also known as the Ancients . Biology and appearance . The Pau ' ans were a species of gaunt humanoid s with gray , furrowed skin , and sunken eye s . Their arms ended in long , pentadactyl hands with an opposable thumb and sharp nails . Being carnivores with a preference for raw meat , they also had sharp , jagged teeth . In addition to those intimidating features , Pau ' ans were tall — Tion Medon , a Port Administrator during the Clone Wars , stood at about 2 . 06 meter s . Their speech organ allowed them to speak Galactic Basic . They had hypersensitive hearing , which prompted them to wear special coverings to protect their fragile ear s . Their life - span was measured in centuries , which earned them the nickname of " Ancients . " The Pau ' ans ' native language was Utapese , however they were also capable of speaking Basic . Society and culture . The Pau ' ans were sentient beings , capable of intelligent thought . Although they often appeared fearsome to outsiders , most of them were peaceful and amiable . On their homeworld of Utapau , they preferred to dwell in darkness rather than light , and their cities were built within the planet ' s many sinkholes . Their primary settlement and spaceport was Pau City , which was administrated by various officials including the Governor , the Police Inspector , and the Port Administrator . They shared Utapau with at least three other species , namely the Utai , the Sugi , and the Amani . They domesticated the fast - paced varactyl to use as mounts . History . Originally , the Pau ' ans occupied the surface of Utapau , while the Utai lived in tunnels and caverns . Over time , however , severe winds forced the Pau ' ans underground . The two societies then merged and started founding sinkhole cities across the surface of their planet . At the end of the Clone Wars , the planet was occupied by the Confederacy of Independent Systems . The Jedi Master Obi - Wan Kenobi came searching for General Grievous : Port Administrator Tion Medon discreetly informed him of Grievous ' s location , allowing him to bring the forces of the Republic to liberate the Pau ' ans . During the Clone Wars , a Pau ' an male served the Jedi Order as a Jedi Temple Guard . The same Pau ' an would turn to the dark side of the Force and attain the title of Grand Inquisitor , the leader of the Empire ' s Inquisitorius . At the time of the Battle of Yavin , on Coruscant , one Pau ' an worked at a cantina . He would recruit strays to make deliveries . Anandra Milon visited him with her brother to find shelter , but refused and fled when a stormtrooper and underworld policeman arrived . Behind the scenes . The design of the Pau ' ans for " Revenge of the Sith " was originally intended for the natives of Mustafar . The Pau ' ans themselves were designed as - like creatures per George Lucas . These lemur concepts would later become the Lurmen . Artist Sang Jun Lee drew some initial sketches of the Pau ' an species , and Robert E . Barnes and Michael 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 . 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 .