Star Wars Annual 3 : The Apprentice Star Wars Annual 3 : The Apprentice is the third and final annual issue in the " Marvel Star Wars " series of comic books . Publisher ' s summary . " When a young boy hoping to become a Jedi Knight finds no encouragement from Luke Skywalker , Darth Vader welcomes him to the Dark Side of the Force . An allegory of space , power , and human nature crafted by Jo Duffy , scripter ; and Klaus Janson , pencils , inks and colors . " Plot summary . Darth Vader is on board a Star Destroyer speaking with several Imperial officers . The Dark Lord lays down a plan to subjugate the Belderone system , beginning with the planet Belderone , where the Empire has set up a secret factory . A Rebel base on the planet Kulthis has been detected , and Vader plans to use the Empire ' s presence on Belderone as a staging point for a devastating attack on Kulthis . General Andrid is skeptical of Vader ' s plan , believing that it is born of a romantic sentiment , perhaps from his days as a Jedi Knight . Vader coldly rebukes the man , warning the general not to provoke him , as he will surely feel the Dark Lord ' s wrath . Meanwhile , on Belderone , a young man , Flint runs through the city streets , yelling for his friend Barney . A Rebel ship has landed in the spaceport , and Flint is eager to go see it and who it might bring . Barney is less than enthused , but Flint convinces him to come along . As the two friends make their way to the spaceport , Flint ' s mother , Zana warns Flint not to be late to his shift at the factory , as the Imperial supervisors are very strict about the citizens missing their enforced shifts . Flint promises that he ' ll be back in time , and the two young men run to the spaceport , just in time to see the Rebel group depart from their ship . Luke Skywalker , Lando Calrissian , Leia Organa , Chewbacca , R2 - D2 , and C - 3PO make up the Rebel party , and they immediately begin to talk with the citizens gathered around , trying to confirm rumors that an Imperial operation is taking place is on the world . After mentioning that they came from Kulthis , the crowd thins dramatically , as no one wants to be associated with anyone from a Rebel - sympathizing world . However , Flint and Barney step forward , having spotted Skywalker ' s lightsaber . Flint ' s father had also been a Jedi Knight , and he confronts Skywalker , asking if his father had also been a Jedi Knight . Luke , having recently discovered that Darth Vader is his father , lies , claiming that his father was only a " navigator on a spice freighter " . Despite this , Flint is still excited by the presence of outsiders , and he decides to bring them into the city , leading them towards his mother ' s tavern . As the Rebels are invited inside , a worker at the tavern recognizes them and contacts General Andrid . Andrid decides to go above Darth Vader and deal with the problem himself . He contacts three assassins that are stationed on the world and gives them the Rebels ' location . However , the attack goes poorly . Skywalker senses the incoming attack with the Force , and the Rebels easily dispatch two of the assassins . The group attempts to capture the third man , but he immediately commits suicide . Skywalker ' s quick reflexes in the shoot - out confirm for Flint that Skywalker is indeed a Jedi , confident that only the Force could have made him so good . The sneak attack confirms for the Rebels that a serious operation is taking place on Belderone with the objective of destroying the Rebel base on Kulthis . While the Lando and Leia decide to stay on Belderone , Chewbacca and Luke take the " Millennium Falcon " back to Kulthis to warn the Rebels . A squadron of one person craft had been arrayed before the Rebels had come to Belderone , and the group hopes that they can attack the Imperials before they can begin their attack on Kulthis . As the " Millennium Falcon " leaves the world , Flint and Barney contact the Rebels , deciding to show them the factory , and what they had been building . Meanwhile , back in space , Darth Vader receives word of General Andrid ' s foolish attack . Knowing that the Rebels have now been alerted to the Empire ' s presence , he Force Chokes the man to death , and decides to begin the Imperial attack immediately , placing Colonel Maldrod in charge of the attack . Back on Belderone , the Rebels arrive at the factory only to see several AT - AT walkers emerging from the underground structure . The Imperials plan to go straight through the nearby town and rendezvous with several Imperial bulk cruiser s that will bring them to Kulthis . Leia and Lando make their way into the factory as Flint and Barney jump in a landspeeder and make their way to the town , hoping to warn the populace of the incoming walker attack . However , as they reach the town , Flint accidentally crashes the speeder , knocking the both of them unconscious . With the AT - ATs threatening to destroy the town , Skywalker arrives with the squadrons from Kulthis . A fierce battle begins to break out near the city , and one of the AT - ATs begins to rampage through the city , destroying everything in its path . The Rebels are finally able to destroy all the AT - ATs and the AT - AT factory with help from Leia and Lando who had been able to commandeer one of the walkers . The following morning , Flint awakens from his unconsciousness to find his town completely obliterated . He spies Barney lying nearby still unconscious and believes that he is dead . Flint runs to his mother ' s tavern and begins to search the rubble . Among the wreckage , he finds his mother ' s lifeless body , filling him with horrible grief . As Flint mourns over the destruction , he is found by Darth Vader , who sympathizes with his plight . Vader asks Flint to join the Empire , claiming that he will eventually give the young man special training to make him " someone who matters very much . " Meanwhile , back with the Rebels , Barney has been patched up , and he has decided to join the Rebellion , as his entire family was killed during the battle . Leia tries to apologize for the destruction of the city , but Barney claims that he knows the Rebels are not to blame . Back with the Imperials , Flint has donned his stormtrooper armor . As he gives one last look at a photograph of his former life with his mother , he puts on his helmet and boards an Imperial transport vessel . Darth Vader approvingly watches the rest of his stormtroopers board the Imperial ship . Behind the scenes . The timeline placement for this comic as given in the Marvel Star Wars collection , " " is between " " and " " . However , this placement is likely due to publication date , as Luke , Lando , Leia , Chewbacca , R2 , and 3PO are all together in this issue , whereas they are split up into two groups for issues 78 and 79 . The AT - ATs seen in this issue seem to be much larger than the average AT - AT . This is seen when an X - wing starfighter is able to land on top of one of the vehicles without any overlap . Although this inconsistency may simply be the result of artistic interpretation , Abel G . Peña has theorized in an online essay , " The State of the Galactic Civil War , " that these may in fact have been new experimental walkers . It is interesting to note that Darth Vader recruits Flint into the Empire after he finds the young man grieving over his dead mother . Although purely coincidence , since was released almost twenty years after this particular comic , Vader ' s loss of his own mother to Tusken Raiders eerily resembles the situation that Flint experiences . Especially his attempt to rush to his mother ' s safety , but arriving too late to save her .