Yarael Poof Yarael Poof was a male Quermian Jedi Master who served on the Jedi High Council during the final years of the Galactic Republic . Both an expert practitioner of Jedi mind trick s and illusions and a skilled diplomat and teacher , Poof witnessed the reemergence of the Jedi ' s ancient enemy , the Sith , and the discovery of the Chosen One , Anakin Skywalker , who was prophesied to bring balance to the Force . He perished on a mission sometime prior to the Battle of Geonosis and was replaced on the Council by the Vurk Jedi Master Coleman Trebor . Biography . Originally from the Outer Rim world of Quermia , Yarael Poof was a revered Jedi Master who served on the Jedi High Council during the final years of the Galactic Republic . A celebrated diplomat and teacher , he was the most senior of the four Quermian s enrolled in the Jedi Order during the Invasion of Naboo . Shortly before the Battle of Naboo , Poof was present in the Jedi Council Chamber of the Jedi Temple on Coruscant when Jedi Master Qui - Gon Jinn came before the Council with news that the Sith , the ancient enemies of the Jedi Order , had resurfaced . He later observed Jedi Master Mace Windu evaluate the Force abilities of Anakin Skywalker , a nine - year - old boy from the planet Tatooine whom Jinn had discovered to be Force - sensitive and believed to be the Chosen One , a being who was prophesied to bring balance to the Force . Although the child was strong in the Force , the Council denied Skywalker entrance into the Order as they found his deep emotional attachments troubling and believed that he was too old for training . The Council reversed their decision , however , after Jinn was slain by the Sith Lord Darth Maul on Naboo , allowing Skywalker to become the Padawan of Jinn ' s former apprentice Obi - Wan Kenobi , per Jinn ' s dying wish . Poof perished on a mission sometime prior to the Battle of Geonosis and was replaced on the Council by the Vurk Jedi Master Coleman Trebor . Personality and traits . Poof was a male Quermian who stood at 2 . 64 meter s tall and had pasty white skin and red eye s . Like other members of his species , Poof possessed two sets of arms and two brain s , one in his head and the other in his chest . Although appearing as a serene thinker among the Jedi Council members , Poof also had a mischievous side and enjoyed playing mind trick s on colleagues . Powers and abilities . Skilled in teaching and diplomacy , Poof was an expert practitioner of illusions and Jedi mind tricks , which he could use to bring conflicts to a decisive end . He was also a dexterous combatant with a lightsaber and was able to perfect many incredible moves that only his spineless anatomy could allow . Equipment . Poof carried a blue - bladed lightsaber and wore brown Jedi robes with a traditional Quermian cannom collar that concealed his second set of arms . He also possessed a comlink . Behind the scenes . Yarael Poof first appeared in the 1999 film , in which he was portrayed by a puppet operated by Michelle Taylor . Although his name was never spoken in " The Phantom Menace " , it was given in the film ' s credits . Poof was originally slated to reappear in , but George Lucas was concerned that viewers would confuse him with the Kaminoan s , a new species introduced in the film . As no new footage of the Jedi Council chambers were shot for Episode II , archive footage from Episode I was reused . In order to remove him from the film , Poof was digitally painted out of the footage and replaced by Coleman Trebor , a new Jedi Master designed for the movie . According to both " " and " " , Poof died prior to the outbreak of the Clone Wars . Despite this , he later appeared as part of the Jedi Council in " Jedi of the Republic — Mace Windu , Part V " , a story that takes place during the aforementioned conflict . According to Matt Martin of the Lucasfilm Story Group , this was an error and the council ' s composition should have been consistent with that previously seen in " Jedi of the Republic — Mace Windu , Part I " .