Battle of Atollon The Battle of Atollon , also known as the attack on Atollon , broke out in the year 2 BBY between the Alliance to Restore the Republic with the Galactic Empire and the Force - sensitive being known as Bendu on and above the planet Atollon during the early rebellion against the Galactic Empire . It started when Grand Admiral Thrawn discovered the location of Chopper Base , the headquarters of the Phoenix Cell . Thrawn ' s fleet blockaded Atollon , trapping both Phoenix Squadron and General Jan Dodonna ' s Massassi Group . Thrawn ' s fleet inflicted heavy casualties on the two rebel forces . However , Commander Jun Sato ' s decision to ram Admiral Kassius Konstantine ' s Interdictor vessel allowed the rebels Ezra Bridger and Chopper to escape and seek help . During the second phase , Thrawn ' s forces launched a ground assault , after an orbital bombardment , in an attempt to wipe out the remaining rebel forces . Meanwhile , Ezra succeeded in enlisting the help of Sabine Wren , Fenn Rau , and several members of Clan Wren in destroying Thrawn ' s second Interdictor cruiser . Despite Thrawn storming Chopper Base , Captain Hera Syndulla and General Dodonna managed to escape with the surviving rebel fleet into space . The rebels , and Imperials alike , were attacked by an angry Bendu , an enigmatic being , who used his Force powers to devastate Chopper Base before being subdued by Thrawn . The surviving rebel forces led by Syndulla and Dodonna fled to Yavin 4 . Prelude . In 3 BBY , the Phoenix Cell discovered the planet Atollon due to the efforts of the rebel C1 - series astromech droid Chopper and the former Imperial inventory droid AP - 5 . The rebels built a base called Chopper Base in the Atollon Coral Mesa in Chopper ' s honor . By 2 BBY , the Imperial tactician Grand Admiral Thrawn had turned his attention to the rebel insurgents in the Lothal sector . During an undercover mission on Lothal , the rebels Ezra Bridger , Kanan Jarrus , and Chopper learned about Thrawn ' s plan to build a TIE Defender prototype fighter . The rebels were also aided by the rogue Imperial Security Bureau Agent Kallus , who had become a rebel spy known as Fulcrum . Kallus had become sympathetic to the rebellion after meeting the rebel Garazeb Orrelios on Bahryn . Thrawn also learned that the rebels had a spy within the Imperial ranks . His search for the rebel spy Fulcrum coincided with his search for Chopper Base , which involved the use of E - XD infiltrator droid s and an IGV - 55 surveillance vessel . However , the rebels frustrated the Empire ' s efforts at locating Chopper Base on both these occasions . Despite Kallus ' efforts to escape detection by framing Lieutenant Yogar Lyste as Fulcrum , Thrawn realized that Kallus was the real spy but allowed him to continue operating in order to draw the rebels out of hiding . Thrawn ' s spies later discovered that the Phoenix Squadron and the Massassi Group were planning to launch a coordinated strike against the TIE Defender factory on Lothal . After learning that the two fleets were massing somewhere , Thrawn saw this as a chance to destroy the rebellion with one swift strike . Thrawn allowed Kallus to eavesdrop on the meeting and then caught him in the act of trying to transmit information to the rebels . After capturing Kallus , Thrawn used the trajectory of General Dodonna ' s fleet and the trajectory of Kallus ' Fulcrum transmission to find the location of Atollon . Thrawn then dispatched Admiral Kassius Konstantine and the Seventh Fleet to Atollon ' s coordinates . The Battle . Trapped on Atollon . Thrawn ' s Seventh fleet blockaded the Atollon system , trapping Phoenix Squadron and General Dodonna ' s forces . Dodonna ' s Massassi Group consisted of several " Braha ' tok " - class gunships , EF76 Nebulon - B escort frigate s and CR90 corvette s . In addition , Konstantine jammed all long - range transmissions , preventing the rebels from calling for outside help . General Dodonna ordered his fleet to retreat to hyperspace but the Grand Admiral had dispatched two Interdictor vessel s . Konstantine ' s " Interdictor " - class Star Destroyer activated its gravity well projector s , preventing the rebel fleet from jumping into hyperspace . Admiral Konstantine ordered the fleet to blast the first Nebulon - B frigate that had been pulled out of hyperspace . Shortly later , Grand Admiral Thrawn arrived on his command ship " Chimaera " with Governor Arihnda Pryce and the captive Kallus . Knowing General Dodonna , Thrawn deduced that the rebel commander had not been on the first frigate because he was a courageous man . Thrawn then issued a message via hologram vowing to rain down utter defeat on the rebel commanders Sato , Dodonna , and Syndulla and to end the rebellion today . All three rebel leaders refused to surrender and vowed to fight to the end . Knowing that the rebel fleet was unable to break through Thrawn ' s blockade , Captain Syndulla proposed launching a diversionary attack in order to allow one of their ships to flee into hyperspace with news of the siege of Atollon . Ezra Bridger and Chopper were picked for the mission and the two were assigned the late Maul ' s Gauntlet starfighter " Nightbrother " , which had been renamed " Gauntlet " . Meanwhile , Kanan traveled into the wilderness to seek the enigmatic being Bendu ' s help . The space battle . Putting Hera ' s plan into action , Commander Sato ordered the rebel ships to assume spearhead formation and to deploy their starfighter s . The rebel ships would protect Ezra ' s " Gauntlet " as they tried to force an opening through the Imperial formation . However , Thrawn anticipated Sato ' s move and ordered his fleet to reinforce the center and to deploy TIE fighters into the fray . Despite Konstatine ' s complaints , Thrawn refused to attack the rebels with overwhelming force since he was familiar with their unconventional and reckless tactics . Rebel Y - wings from Green Squadron managed to damage one of Thrawn ' s Star Destroyers with proton bomb s but were overwhelmed by TIE fighters . Imperial firepower from the capital ships and TIE fighters led to the destruction of several rebel ships including three CR90 corvettes , a second Nebulon - B frigate , the " Braha ' tok " - class gunship " Orion " , and numerous starfighters . With the rebels unable to break through the Imperial lines , Commander Sato ordered his crew to abandon the " Quasar Fire " - class cruiser - carrier " Phoenix Nest " . He and two crew who volunteered to stay behind then flew towards the center of the Imperial formation . Seeking to gain glory for himself , Admiral Konstatine defied Thrawn ' s orders and brought his interdictor cruiser out to intercept " Phoenix Nest " . Sato then rammed his ship into the interdictor , destroying both ships and all hands aboard . Sato ' s sacrifice allowed Ezra and Chopper to flee on the " Nightbrother " into hyperspace . Seeking help . Having escaped the Imperial blockade and jumped into hyperspace , Ezra tried to petition Mon Mothma for help . However , the rebel leader was unable to send reinforcements since she did not want to expose the Rebel Alliance ' s true strength to Thrawn . In desperation , Ezra and Chopper traveled to the planet Krownest to seek the help of their rebel comrade Sabine Wren and her family Clan Wren ; who were locked in a civil war against the Imperial - backed Clan Saxon . At the Wren Stronghold , Count ess Ursa Wren , Sabine ' s mother , were unable to provide assistance since they were bogged down against Clan Saxon ' s forces . After some discussion , Ursa agreed to allow her daughter Sabine , her son Tristan , as well as Fenn Rau to lead several Mandalorian volunteers and ships to accompany Ezra and Chopper back to Atollon . The " Gauntlet " and several Fang fighter s traveled back to Atollon . Their plan was to destroy the second remaining interdictor cruiser so that the remaining rebels could escape offworld . Meanwhile , Kanan had much less success in convincing Bendu to aid the rebels . The enigmatic Force - wielder was ambivalent to the wars and problems of the mortal realm and was angered that Kanan had brought war to Atollon . After Kanan failed to reason with Bendu , he accused the creature of cowardice . This enraged Bendu and he vowed to destroy the Jedi in accordance with the will of the Force . Bendu disappeared and Kanan traveled back to Chopper Base on his speeder bike just as storm clouds began to gather . The ground assault . Following the space battle , the remaining rebel forces retreated to Chopper Base to regroup and rest . The rebels Zeb and the former Clone Captain Rex managed to activate Sabine ' s prototype deflector shield generator . To test the mettle of the rebels , Thrawn ordered his fleet to bombard the shield . While the shield managed to protect the base and rebel ships , the generator was weakened by the assault . Thrawn then decided to deploy ground forces to finish off the surviving rebels . At the advice of General Dodonna , the rebels decided to ambush Thrawn ' s forces along a narrow canyon leading to the Atollon Coral Mesa . Zeb and Rex planted detonator s along the road which they used to blow up several AT - DP walkers . However , Thrawn had sent the AT - DPs as decoys to draw out the rebel defenders . He then deployed several AT - AT walkers as the second wave . Thrawn also ordered the walkers ' gunners to mark the enemy mines in firing position . Stormtrooper s accompanied the heavy walkers . Kanan managed to damage one of the walkers by slicing off two of its legs but failed to slow the Imperial advance . He along with Zeb and Rex fled into the caves which led back to the coral mesa that housed Chopper Base . Rebel starfighters including Wedge Antilles and Hobbie ' s A - wings tried to attack the walkers but were driven away by TIE fighters . Thrawn and a contingent of Death trooper s then disembarked from a " Sentinel " - class landing craft and led the Stormtrooper assault on Chopper Base . Meanwhile , Governor Pryce commanded the Imperial fleet above . With the base breached , General Dodonna and Captain Syndulla ordered the remaining rebel ships to evacuate . Two ships managed to escape but a GR - 75 medium transport was shot down by one of Thrawn ' s AT - AT walkers . Thrawn then surrounded the Spectres , Rex , AP - 5 and General Dodonna and demanded their surrender . However , the Bendu arrived in the form of a storm cloud and attacked the Imperials and rebels with lightning . Hera and the remaining rebels fled on the " Ghost " and other ships for space . In his wrath , Bendu struck down one of the fleeing A - wings as well as managing to destroy two AT - AT walkers and numerous other grounded rebel starfighters . Escaping the blockade . In space , Ezra , Chopper and their Mandalorian allies launched an attack on the flanks of Thrawn ' s fleet . While Fenn Rau ' s Fang fighters harried the TIE fighters , Ezra and Sabine flew the " Gauntlet " to the second Imperial interdictor cruiser . While Chopper stayed aboard , Ezra and the Mandalorians landed on the interdictor ' s hull and proceeded to attack the gravity well projectors . In response , Governor Pryce dispatched Jumptrooper s but these reinforcements failed to stop the Mandalorians from destroying the cruiser . The destruction of the interdictor cruiser coincided with Hera and the remaining rebel ships reaching the space around Atollon . The rebel convoy then fought their way a second time through the Imperial blockade . Without the interdictor , there was nothing to stop them from jumping into hyperspace . Hera and the crew of the " Ghost " managed to rescue the former ISB agent Kallus , who had escaped in an escape pod . After breaking through the blockade , the rebel ships jumped into hyperspace . Aftermath . After the rebels had fled Chopper Base , Bendu demanded that Thrawn leave but the Grand Admiral was not intimidated by the Force entity . He directed his troops and AT - AT walkers to shoot down the " eyes " in the middle of the storm clouds . This tactic worked and the Imperials succeeded in shooting down Bendu despite losing several men and one AT - AT in the process . Thrawn and his men later confronted the fallen but still defiant Bendu . The Bendu prophesied that Thrawn would eventually meet defeat but the scientifically - minded Thrawn refused to take him seriously . Thrawn shot Bendu with his blaster but the creature warned that he was beyond the Grand Admiral ' s power to destroy , his body vanishing but his voice still heard . The battle of Atollon was a serious defeat for the fledgling Rebel Alliance . Unknown to Thrawn , the Phoenix Squadron and Dodonna ' s Massassi Group were not the only rebel forces in the galaxy . Mon Mothma ' s decision not to send reinforcements concealed the true strength of the Alliance . However , Phoenix Squadron and Massassi Group sustained heavy casualties on Atollon . Chopper Base was lost and much of its facilities were damaged by the fighting and Bendu ' s rampage . Hera led the surviving rebel forces to Yavin 4 . To hide their tracks , the rebels jumped into hyperspace three times . While the rebels were demoralized by the defeat , some like Jarrus were determined to continue the fight to free the galaxy from Imperial rule . Despite inflicting heavy casualties on the rebel fleet through his cunning strategies , Thrawn failed to fulfill Grand Moff Wilhuff Tarkin ' s orders to capture senior rebel officers . Bendu ' s prophecy about Thrawn ' s defeat ultimately came true during the Liberation of Lothal . The Rebel Alliance would continue to pose a serious threat to the Empire over the next couple of years leading up to the Battle of Yavin . The growing threat of the Alliance led the Empire to deploy its new Death Star superweapon in an attempt to crush the rebellion . Ultimately , Jarrus ' s dream was realized with the deaths of both the Emperor and Darth Vader during the Battle of Endor in 4 ABY . The Alliance ' s successor , the New Republic , later inflicted a lasting defeat on the Empire during the Battle of Jakku in 5 ABY . Behind the scenes . The battle of Atollon formed the basis of the March 2017 episodes " Zero Hour , " part of the third season of the animated television series " Star Wars Rebels " .