The Honorable Ones " The Honorable Ones " is the seventeenth episode of the second season of the animated television series " Star Wars Rebels " . It is the thirty - second episode of the series overall . The episode was directed by Brad Rau and written by Kevin Hopps , and premiered on February 24 , 2016 on Disney XD . Official description . " Zeb and Agent Kallus find themselves stranded on an icy moon of Geonosis after a failed Imperial ambush of the rebels . Bitter enemies , they must put aside their differences and work together in order to survive . " Plot summary . Ambush . The episode begins with the " Ghost " crew flying toward three Imperial construction modules orbiting Geonosis . Ezra Bridger notes that rebel intelligence was right , and the Empire " was " building something over the planet . Sabine Wren points out the extensive debris field surrounding the modules , noting that she ' s never seen one so large . In response , Kanan Jarrus theorizes that whatever it is , the rebels won ' t like it . Garazeb Orrelios remarks that whatever the Empire was building must have been massive , if they had to build it in orbit . When Chopper scans for life signs , there are none to be found , even though there are supposed to be billions of life forms on the planet . Rex , certain that Chopper must be crosswired , orders the astromech droid to scan again . Ezra senses through the Force that all life on the planet has been wiped out , and Zeb says he doesn ' t like any of this . After the " Ghost " lands in the hangar of the middle module , Kanan asks Hera Syndulla to keep the ship running in case things go the way they usually do , and he , Ezra , Zeb and Sabine head off in search of the module ' s computers . Kanan says his gut tells him the computers will be empty , and Zeb responds that his gut tells him that this is a trap . At that moment , a door opens to reveal a squad of stormtrooper s , and Agent Kallus comes around the corner , commenting " How perceptive . " Meanwhile , the " Ghost " comes under attack from several All Terrain Defense Pod s hiding in the hangar bay . Trapped , Kanan contacts Hera and Rex for help , explaining that Kallus has joined them and there ' s an Imperial droid locking down the doors . Hera sarcastically remarks on Kallus ' presence , and Rex orders Chopper to " go get that droid . " Chopper rushes to the control console and attacks the Imperial astromech droid . Following a struggle , he manages to knock out the Imperial droid and unlock the doors . Meanwhile , Zeb and the other rebels fight with Kallus and his stormtrooper s . Chopper ' s efforts allow most of the rebels except Zeb , who is too focused on duelling Kallus , to flee back to their ship . As the " Ghost " prepares to leave , Ezra , standing on the ramp , contacts Zeb , who has just knocked Kallus into the wall , to tell him to hurry up . Zeb , fighting stormtroopers , responds that there ' s no need to wait , as he ' ll take an escape pod out . The " Ghost " flies out of the hangar , and is pursued by TIE fighters . Onboard the construction module , Zeb gets into an escape pod and presses the button for launch . He is then startled when Kallus , sneaking into the pod behind him , grabs him by the shoulder and turns Zeb around to hit him in the face . Zeb backhands Kallus , just as the pod launches towards Geonosis . Onboard the " Ghost " , Ezra sees Zeb ' s pod launching and tries to raise him on his comlink , but gets no answer . Rex speculates that he must ' ve lost it , and reassures Ezra that they can pick up Zeb later because his pod is headed for Geonosis . Onboard the pod , Zeb kicks Kallus onto the pod ' s controls , breaking them , which causes the pod to veer towards one of Geonosis ' moons . Upon noticing that the pod is out of control , Zeb and Kallus stop fighting and attempt to get the pod back on course , but it ' s too late . The pod crashes into an underground cavern , with Kallus breaking his leg on impact . In an attempt to shake off their pursuers , Hera flies the " Ghost " through the hangar of one of the Imperial construction modules . Sabine fires on a pursuing TIE fighter , causing it to crash into an AT - DP walker . After fleeing the Imperials , Ezra asks Chopper if he scanned the trajectory of Zeb ' s escape pod . When Chopper grumbles , Ezra smacks his metal head and tells the astromech droid that the crew " does " want Zeb back , and not to be a " sleemo " . Stranded enemies . Zeb finally wakes up , and upon seeing Kallus threatens him with his bo - rifle , lowering it when he sees that Kallus is injured . He grabs Kallus ' bo - rifle and throws it out of the escape pod . Zeb then hauls Kallus out of the pod and dumps him on the ground outside , as Kallus panics . He informs Kallus that although it would be easy for him to kill the ISB agent , he would rather leave him alive to heal so the two enemies can have a fair fight . Kallus tells Zeb that the Empire will find them eventually and that Zeb will be captured , but Zeb retorts that that is not going to happen . Zeb goes back into the pod to scavenge for supplies . While he is occupied , Kallus crawls toward his bo - rifle lying nearby , but Zeb steps on it and takes the weapon for himself . As the night is approaching and the cave is cold , Zeb sets up the portable heater from the pod , taunting Kallus about being afraid of the dark . Kallus points out that the heater will eventually freeze in the severe cold . Zeb sarcastically retorts that he thought Geonosis was a desert planet , and Kallus points up at Geonosis , visible through the hole in the cave ceiling , stating that they are on one of its moons , Bahryn . Kallus wonders how Zeb was able to best him , even once , and Zeb quips that Kallus should get a sense of humour . Zeb retrieves the pod ' s transponder , which was broken in the crash . Kallus says that if they get it working , the Empire will be able to find them before they freeze . Hearing a distant roar , he adds , " Or worse . " Zeb opines that he would rather take his chances with the cold or whatever they ' re sharing the cave with , because he knows what happens to Lasat in Imperial prisons . Kallus responds that Zeb doesn ' t know much , and that he ' ll get a trial if he cooperates . Zeb sarcastically voices his skepticism . They then hear another roar , which unnerves them both . Kallus tells Zeb he had better make his decision soon . At the same time , the " Ghost " crew continues to search for Zeb while scanning for life forms on Geonosis , but the scanners still aren ' t picking up anything . Ezra and Kanan take the " Phantom " on a sweep of the planet , but are unable to pick up Zeb ' s transponder . Rex comments that Zeb has a slim chance of survival , and that it ' s only a matter of time before Imperial reinforcements arrive . Hera states that they need to work faster , and orders the crew to widen all scans . Back on the moon , Zeb manages to fix the transponder and modify it so its signal can be picked up by anyone . Kallus mentions that even if the two don ' t survive , the Empire will live on and continue to stop rebels like Zeb . In response , Zeb pulls the heater closer to himself and states that every day , more life forms get fed up with the Imperials . Just then , the heater ' s power cell freezes , leaving the two without heat . Kallus , despairing , thinks that the two of them will be next , but Zeb notices something glowing on the other side of the cave and goes over to check it out . Zeb discovers a glowing yellow rock that gives off heat , and brings it back to the pod and shows it to Kallus , who states it ' s probably some kind of meteorite . To Kallus ' surprise , Zeb tosses him the meteorite so he can warm himself up . As Kallus is losing hope of survival , Zeb reminds him that the transponder is working . However , the signal is not strong enough to make it out of the cave , so Zeb decides to climb the device up to the surface , sticking Kallus ' bo - rifle in a snowbank . Zeb tries to climb up the icy wall , but is unsuccessful . Kallus tells Zeb he ' s going to hurt himself , and Zeb yells at the ISB agent to shut up . Zeb tries a second time , and is unsuccessful yet again . He is then angered by Kallus laughing at his failure . As Zeb is about to start a fight with Kallus , the bonzami , the creature they heard earlier , finds the two . The bonzami goes after Zeb , and he is forced to retreat into the escape pod , as the creature is resistant to blaster bolts . Kallus , who has managed to retrieve his bo - rifle , cannot decide whether to shoot Zeb or the bonzami , but makes his decision when Zeb is forced into the escape pod . The bonzami is eventually driven off by Zeb and Kallus both shooting at it , but Kallus suspects it will come back . Zeb adds that it will probably bring friends . Kallus states that the strong survive and the weak perish , to which Zeb asks if that is the reason why there is no more life on Geonosis . Kallus says that he has no idea what happened there , nor did he ever ask any questions . Zeb retorts that maybe he should start , but that maybe Kallus is afraid of finding out that Geonosis is empty because of his precious Empire . When Kallus wonders why the Empire would possibly wipe out the Geonosians , Zeb tells him those are good questions . Kallus states that Zeb will never get out without his help , as he knows how to climb out of the cave . Zeb , shoving a medpac into Kallus ' hands , says that he is in no shape to help anybody . Kallus retorts that he can tell Zeb exactly how to climb out , and Zeb agrees that they ' ll work together . Zeb then picks up Kallus ' bo - rifle , discovering it is modified for close - quarters combat . Although Zeb is impressed by the modification , he sharply reminds Kallus that he should not have the weapon , as it is not a trophy , while using it to splint Kallus ' broken leg . Kallus states that he didn ' t take the rifle as a trophy ; the Lasat guardsman he faced fought well and died honorably , giving Kallus the weapon before he died . Zeb reveals that it is a Lasat warrior tradition called Boosahn Keeraw , wherein if one is defeated by a superior opponent , they give the opponent their weapon . Kallus states that he was only doing his duty . Zeb responds that he will never forget what happened on Lasan , but that it is over for him . Kallus agrees everyone has things they never forget . Years earlier , Kallus ' first team was sent to deal with the rebels fighting against the Imperial presence on Onderon . He and his unit were ambushed by a Lasat mercenary working for Saw Gerrera . They were caught in an explosion , in which Kallus was knocked unconscious . Kallus describes the mercenary slowly walking through the smoke and fire , and that he killed everyone else , including the injured that were unable to defend themselves . He has always wondered why he was spared . Zeb , although sympathetic , tells Kallus that he can ' t judge all Lasats the same , to which Kallus asks if this applies to Imperials . Zeb says it applies to all the Imperials he knows . Rescue . After the conversation , the two finally head out . Kallus offers to hold Zeb ' s bo - rifle for him during the climb , but Zeb instead throws the weapon , as well as the meteorite and transponder , up to the surface through the hole , to Kallus ' visible irritation . Kallus tells Zeb to climb up the cave ' s pillars instead of the walls . Zeb is skeptical , but Kallus points out that the pillars hold up the cave , so they should be strong enough . The two hear the bonzami roaring again , and Zeb tells Kallus that if he ' s wrong about the pillars , Zeb is feeding him to the creature . Kallus agrees this is fair . As they start to climb up a pillar , the bonzami returns , this time with a friend . Kallus loses his grip as they climb up , so Zeb grabs him by his splinted leg , activates the bo - rifle ' s pike and throws Kallus at the ceiling of the cave , sticking him there . As the pike begins to slip loose , to Kallus ' considerable panic , Zeb drops from the cave ceiling onto the bonzami below , making his way onto the head of one of the creatures . He catches Kallus when he falls , and throws him onto the surface . Kallus , in the blizzard , sees Zeb ' s bo - rifle lying in the snow . Zeb leaps from the bonzami ' s head to the lip of the hole in the cave ceiling , where he sees Kallus pointing his bo - rifle at him . Kallus then decides to instead shoot the bonzami behind Zeb in the mouth . He then helps Zeb up , the two enemies having come to mutually respect each other . Kallus remarks that it ' s much colder outside of the cave , and Zeb responds that he ' d rather freeze than be eaten . They head off to find shelter , after Kallus returns Zeb ' s bo - rifle . In a sheltered spot , Zeb activates the transponder . Kallus points out that since Zeb adjusted it , they don ' t know who will pick up its signal , and Zeb responds that all they can do is wait . As they wait , Kallus reveals that there wasn ' t supposed to be a massacre on Lasan , but the Empire wanted to make an example of the planet . He also says it wasn ' t personal , and reveals he did not actually command the massacre as he had earlier claimed . Zeb says that he has moved on and whatever happened , happened . He tells Kallus his nickname , and Kallus reveals he already knew what it was . The two eventually fall asleep leaning against each other , and are disgusted at this upon awakening . They hear a ship approaching , and set out to see who it belongs to . It ' s the " Ghost " . Zeb gives Kallus an offer to come with them , as they will treat him fairly , but he turns down the offer , saying he will take his chances with the Empire . When Zeb is greeted by his fellow rebels ( apart from Chopper and Rex , who stayed aboard the ship ) , Ezra comments that it is freezing . Zeb responds that he has only been here for two seconds . Ezra then replies that two seconds is already " too long " for him . Kallus watches the ship take off , looking somewhat regretful as he hears Zeb get greeted by the other Spectres . Kallus eventually gets back to the Empire , heading to his quarters aboard a Star Destroyer . In the hallway , he encounters Admiral Kassius Konstantine , who does not return his greeting . After entering his quarters , Kallus places the meteorite Zeb gave to him on a shelf and sits down , possibly thinking of all the things the two spoke of while on the moon and / or the fact that none of the Imperials onboard noted his absence or return and that the Empire therefore lacks comradeship . Continuity . The events of " The Honorable Ones " mark a turning point for Kallus , culminating in him ultimately becoming a rebel agent under the codename " Fulcrum " beginning in the third season of " Star Wars Rebels " . At two points in the episode , Kallus is erroneously shown favouring his left leg instead of his right , which was the one that broke : first , when he goes over to retrieve his bo - rifle while Zeb is fighting the bonzami ; and second , when he enters his quarters near the end of the episode .