Barons Hed Barons Hed , also spelled Baron ' s Hed and sometimes called the " Fallen City " , was once a great spaceport full of life , with busy market streets , entertainment and cantinas that was located on Sulon . History . The city was built around the hill of Barons Knoll , which gave the city its name . The city was layered like a cake , roughly divided into High Town and Low Town . Rimmer ' s Alley was a street of the city , and prior to the Imperial occupation , Barons Hed was filled with pyro flower gardens . When the Galactic Empire took control of the city , many businesses quickly went under . Locals remarked that " everything but the river dried up . " Only a handful of die - hard businesses remained open , for the sole purpose of catering to the Imperial officers and mercenaries that hung around . Outside the city limits , was a once bustling space refueling port , which saw very little business since the Imperials took over , depending on the ships of the Empire as customers , whenever one was close by . Having captured and killed Rebel leader Morgan Katarn on Sulon , the Imperials , who were under the command of the mysterious Jerec and a certain captain Thrawn , placed Morgan ' s head on a stake outside the city walls , which were also " decorated " with the heads of other " traitors " to the Empire . A huge administration tower , Government House , was located in the center of the city where the governors and law enforcers once resided . For a time it was home to the Emperor ' s Hand and Dark Jedi Jerec , who had built it during his governorship . One year after the Battle of Endor , Rebel agent and Jedi novice Kyle Katarn — Morgan Katarn ' s son — managed to fight his way through Barons Hed , which was garrisoned with bounty hunters , mercenaries and other thugs hired by the splinter of the Imperial Remnant that was under Jerec ' s control , and infiltrate the Imperial administration tower . Barons Knoll was a hill that the city of Barons Hed was built around . The summit of Barons Knoll was the location of the Government House . A section of the city and was centered around around Barons Knoll . Low Town was part of the city Barons Hed on Sulon and it contained the street Rimmer ' s Alley . It was centered around Barons Knoll as well . Club Hed was a music club in the city Barons Hed on the moon Sulon . The Barons Hed Lagoon was an artificial body of water in Barons Hed . The lagoon was in the middle of a plaza , and was fed by a waterfall . The Barons Hed Lagoon was a large stone pool , and contained no vegetation or life outside of several Drugon s . Although it was located right next to an artificial river that flowed out of the city , it was not connected to it , being separated by a wall . Around the edges of the lagoon were a number of residences , a tavern , and the House of Max . A bridge connected the side those buildings were on to the other side of the lagoon , which contained the entrance to an expansive bazaar . Behind the scenes . In " " , level 5 is played in the town and levels 6 through 8 are played inside the administration tower . Originally , levels five and six were one complete level , but was split into two because of how big it was . One small section of the level 5 map is based directly on a previously unused Ralph McQuarrie concept painting known as ' Gamorrean Commons ' . If Kyle Katarn is tempted by the Dark Side in the game , then many of the innocent bystanders living in the city die as he slaughters every living being — good and bad — in his quest towards the Dark Side .