Utapau / Legends Utapau ( ) was an arid sinkhole world in the Utapau system of the Tarabba sector in the Outer Rim Territories . Utapau was the homeworld of the Pau ' ans and the Utai , more commonly referred to collectively as Utapaun s . These species lived in the many giant sinkholes that dotted the planet ' s scrub - covered surface . Geology and geography . 51 , 000 light years from the core , Utapau orbited a single sun and was itself orbited by nine moons . It was composed of a small molten metallic core , with a rocky mantle and rocky , calcareous crust . Surface water made up only 0 . 9 % of the planet , although most significantly , a vast subterranean ocean encircled the planet below the crust . Although extensive surface oceans once covered the planet , they leaked away to the subterranean ocean through the readily eroded crust through vast caverns that were once giant magma chambers . In turn , the erosive sea has contributed to the giant sinkholes throughout its windswept and grassy habitable areas . The resulting vast mineral deposits below the ocean are a great source of wealth for the planet . Sinkholes . Sinkholes on Utapau were a common geological feature that appeared in areas where the rock below the surface of the land is made from substances like salt beds , limestone , carbonate rock ( which is referred to as a karst landscape ) that can be dissolved by ground water flowing through them . This rock can also be weakened by acidic rain . When these rocks dissolve , large spaces develop underneath until it gets too big and the land above the gap collapses . Naturally - occurring sinkholes are also created by long periods of drought , or when caves with underground streams naturally give way . History . Utapau was a peaceful world that attempted to remain neutral in times of galactic conflict . The sinkhole world was shared by two symbiotic humanoid races whose common ancestors settled the planet at some point after 57 , 000 BBY . The languid , gray - skinned Pau ' ans composed only thirty percent of the planetary population but served as the port masters , bureaucrats , and patricians of the world . The stubby , humble Utai composed the Utapaun labor class , which maintained the windmills of their sinkhole cities and served as handlers for the native varactyl and dactillion dragonmounts . Originally , the Pau ' ans and the Utai colonists lived separate lives ; the Pau ' ans on the unremarkable surface , the Utai deep underground . In the 10 , 000 - year span before the Clone Wars , the planet ' s climate began to change , causing stronger and stronger hyperwind storms . This forced the Pau ' ans to move underground , re - establishing relations with the Utai people and adding their own , unique touch to the Utai cities . The sinkhole communities soon became a mix of Pau ' an and Utai architecture , such as the form known as Ossic . These cities were built into the crevasses and rocky ledges that lined the edges of the sinkholes . The mixed population of Utai and Pau ' ans were divided into city states , with occasional border skirmishes and small wars occurring between separate sinkhole communities . However , thanks to the efforts of Utapaun nobles such as Timon Medon , the various cities were brought together and Utapau was unified . To fuel the modest energy needs of the sinkhole cities , many large windmill farms were erected on the wind - blasted surface . These farms were responsible for generating over 99 % of the energy consumed by the Utapaun communities . During the Great Galactic War , Utapau became one of the many battlegrounds between the Galactic Republic and the resurgent Sith Empire . Around 50 BBY , an offworld water - mining company discovered supposed healing elements in the underground water lakes of Utapau ; the export of this water brought Utapau into the galactic community . For millennia , a rumor additionally persisted that the planet was one of the birthplaces of the Jedi Order . This legend added to the sales pitch , but the water was soon discovered to have no extraordinary powers and the business ended . In the time before the Clone Wars , the planet also served as the headquarters of Buuper Torsckil Abbey Devices . Clone Wars . Utapau never joined the Galactic Republic . During the Clone Wars , Utapau remained neutral , but allegiance was forced upon the current Master of Port Administration , Tion Medon , when General Grievous and the Separatist Council took the world as their own , at the command of Darth Sidious . Grievous threatened to destroy Pau City should Tion attempt to call for help , though luckily , Jaing and Kom ' rk Skirata located Grievous on the planet . Jedi Master Obi - Wan Kenobi went to Pau City to spring a trap on the Separatists and was greeted by Tion Medon , who secretly gave Kenobi the location of Grievous ' s " Lucrehulk " - class Droid Control Ship , " Unlimited Projection " . General Kenobi sent his astromech droid R4 - G9 away with his starfighter back to the fleet of Republic Ships to make the CIS believe he was leaving . He then attacked Grievous while he was unprepared . During Kenobi ' s battle with Grievous , Commander Cody ' s forces arrived , including a detachment of the 501st Legion along with his own soldiers of the 212th Attack Battalion , as well as local Utapaun warriors and pilots . Obi - Wan defeated Grievous and the droids . Eventually , Order 66 was issued and Cody followed an unsuccessful attempt to kill Kenobi . The clone troopers , following Order 66 and the Declaration of a New Order , turned on Obi - Wan , nearly killing him and forcing the Jedi Master to flee Utapau . The clone troopers then rounded up members of the resistance movement , including Tion Medon , and deported some to Byss , where they were used as slaves in " recolonization efforts " . Galactic Civil War . The Galactic Empire later established a secret storehouse on Utapau , holding artifacts such as the remains of Grievous ' s body and his starfighter . In 0 BBY , Utapau was predominantly governed by the Fey family , and there was some Rebel influence on the remote world . The Zann Consortium had the option to corrupt this world by sending Silri and a detachment of Defiler s , 2 Missile Attack Launcher s ( MALs ) , and droideka Mark II s to kidnap Garnak Fey and force the Utapau government to meet the Consortium ' s demands . Following the Battle of Endor , Utapau was one of the first worlds to become part of the New Republic , a move designed to prevent the likelihood of once again being attacked and occupied by invading forces . Second Imperial Civil War . During the Second Imperial Civil War , the remnants of the Galactic Alliance led by Admiral Gar Stazi set up a base on Utapau after their victory against Sith - Imperial forces on the world of Dac . Following the Devastation of Da Soocha , Sith scientist Vul Isen and Sith Lord Darth Azard set up a secret laboratory on the planet where Isen started to study the various species of the planet so as to poison them and destroy the Alliance resistance . He also planned to send a assassin to take out Admiral Stazi before releasing the toxin . Fortunately , Isen ' s plot was stopped by the Jedi Knights Wolf Sazen and Cade Skywalker along with their associates Jariah Syn and Deliah Blue . Isen ' s assassin , a guard in the Galactic Alliance who was paid off by the Sith , was killed by Syn and Blue , while Azard was mortally wounded by Sazen in a lightsaber duel , and Vul Isen himself was cut in two by Skywalker before he could poison the planet . Military . From before the Clone Wars , Utapau was one of the worlds restricted by a Trade Federation arms embargo on remote galactic regions . Because of this , the local defense fleet was based around downscaled warships only , many of which were designed and built on Utapau itself , including a variant of the Rendili StarDrive Dreadnaught . It was capable of offering some protection against marauding pirates , but as a battleship , it was outclassed by those put out by rich , industrialized sectors . For example , each vessel was only about one - fifth the size of a " Lucrehulk " - class battleship and they were all destroyed by the invading Separatist forces . On the other hand , Utapau ' s primary starfighter , the Porax - 38 , was a tough , long - range snubfighter , designed for Utai pilots and capable of extended interstellar patrols of up to twenty days . They saw good use when the scattered Utapau Skyforce mustered to oust the Separatists alongside Republic forces at the Battle of Utapau . In addition to mechanical vessels , the Skyforce also made use of native dactillions ; giant , flying reptiles that could carry a rider into battle . Behind the scenes . Utapau was a name for one of the planets ( with Aquilae / Townowi and Ogana ) that became Tatooine in the and of " " and was the original name for Naboo in the early drafts of " " . Artist Ralph McQuarrie envisioned a sinkhole planet during pre - production of " A New Hope " in 1976 , and this artwork was approved by George Lucas during pre - production of " Revenge of the Sith " . Digimatte artist Brett Northcutt who designed Utapau said that he succeeded in creating " the wheat - colored savanna that George and the art directors were looking for . " Author Daniel Wallace has also pointed out that Utapau is reminiscent of the City of Bone in the Marvel Star Wars issue " " .