Pong Krell Pong Krell , a Force - sensitive Besalisk male , was a Jedi Master during the last years of the Galactic Republic . During the Clone Wars , he held the rank of Jedi General in the Grand Army of the Republic . Although the clone trooper s under his command sustained the highest casualty rates , Krell was recognized as a successful general due to his victories on the battlefield . In addition to his reputation as a general , he was also noted for his ferocity in personal combat . The advantage of his four - armed physiology allowed him to use a unique form of Jar ' Kai — wielding two double - bladed lightsaber s at the same time . However , as the war carried on Krell began to see visions of a new order rising to power in place of both the Republic and the Jedi Order . Driven by self - preservation , he secretly embraced the dark side of the Force and began undermining the Republic military ' s war effort in hopes of gaining Count Dooku ' s attention , to ultimately become his apprentice preceding the fall of the Republic . During the Battle of Umbara , Krell temporarily replaced Anakin Skywalker as the commanding officer of the 501st Legion . When his soldier s discovered their general ' s secret allegiance to Dooku , the clones mutinied against Krell ' s command and moved to arrest him for treason . Despite killing multiple trooper s while attempting to escape , the fallen Jedi was captured and imprisoned by his men . Although his subordinate , Clone Captain CT - 7567 , decided to execute him , it was ultimately Krell ' s strongest supporter , trooper " Dogma , " on questioning Krell as to why he was performing these actions , who stole a blaster from a clone ' s holster , and killed him for betraying the Republic . Biography . A Besalisk male , Pong Krell ascended to the rank of Master in the Jedi Order by the time of the Clone Wars . Clone Wars . As the Jedi were called into service by the Galactic Republic , Krell joined the war as a General in the newly formed Grand Army of the Republic . Despite high casualties of clone trooper s under his command , Krell achieved many victories . As the war progressed , Krell became seduced by the dark side of the Force . He then received a premonition about the future ; the Jedi were all but extinct , the Republic fell , and a New Order rose in its place . This caused Krell to betray both the Republic and Jedi Order . He acted as a double agent to sabotage the Republic ' s efforts . Krell sought to become the new apprentice of Sith Lord and Separatist leader Count Dooku and gain a position of power in the new order . Battle of Umbara . In 20 BBY , Krell , along with Jedi General s Obi - Wan Kenobi , Saesee Tiin , and Anakin Skywalker were sent by the Jedi Council to retake Umbara back from its Confederate - aligned Umbaran Militia . Krell then provided an air strike to Skywalker ' s forces . Krell then met up with Skywalker , and told that he was being recalled to Coruscant at the request of both Palpatine and the Jedi Council whilst Krell was given command of the 501st Legion . Krell then led the 501st to the outskirts of the capital . Krell , against Captain Rex ' s concerns , decided to attack the city by going along the main road instead of flanking the capital . However , Rex and his trooper s were forced to retreat away from the capital much to Krell ' s chagrin . Krell and his forces then held their ground against the militia and their Zenuas 33 Umbaran starfighter s . Krell was then contacted by Kenobi , who told them that an airbase was re - supplying the capital . Krell and the 501st were tasked to take the airbase . As the 501st approached the outskirts of the airbase , Krell sent Rex and the battalion through a ravine to take the airfield . Despite Rex ' s and his troopers ' objections , they went into the ravine . However , they came under heavy attack by the Militia ' s impeding assault tanks and mobile heavy cannons . Krell refused to let Rex and the battalion retreat or to send them reinforcements . After the clones took the airbase , despite heavy casualties , Krell objected to allowing the clones use stolen enemy Umbaran ships to attack a Separatist supply ship . Instead , he ordered the troopers to march directly into range of enemy missile fire . Rather than face certain death by following orders , several troopers secretly used the stolen ships anyway and successfully destroyed the supply ships , supporting Obi Wan Kenobi ' s attack on the Umbaran capital . Krell still had the soldier s who disobeyed orders locked in the bridge . He later ordered them , including Jesse and Fives , executed . The troopers refuse to go through with the execution . Krell told the clones that enemy soldiers had stolen Republic weapons and armor and ordered them into battle . During the fight , the clones discovered that Krell had lied and had ordered the 212th and 501st , unbeknownst to both squadrons , to attack each other . Rex realized that Krell had intentionally orchestrated the deaths of countless clone troopers and organized the clones to arrest Krell . Krell initially escaped arrest , killing many clones in the process . However , Tup eventually managed to stun and arrest Krell , putting him in a holding cell in the airbase . After Krell admitted to his treachery , and with the enemy advancing towards to the airbase , Rex decided to execute Krell before he could be freed by the approaching Umbarans . While waiting for Rex to shoot him , Krell expressed motivations to join the Sith and become Count Dooku ' s apprentice . He also played mind games with Rex , resulting in Rex ' s steady hand becoming shaky as Rex questioned his decision . However , Dogma seized a blaster and shot Krell dead before Rex could make a decision . Dogma insisted he had to shoot Krell because , " he betrayed us . "