Fates Fulfilled: Dave Filoni Reflects on Star Wars Rebels Season Two, Part 1

The Star Wars Rebels executive producer takes StarWars.com inside a landmark season.

In many ways, Star Wars Rebels Season Two is where it all comes together. “All” meaning all of Star Wars. Characters and storylines from The Clone Wars, including clones and Ahsoka Tano, return. Darth Vader is unleashed in a way fans have only dared dream. Darth Maul, for lack of better term, strikes back. There are even bits of The Force Awakens in there. But what makes the second season of Rebels so rich and rewarding is that all of these elements really serve one purpose: to drive the story of Ezra, Kanan, Sabine, Hera, Zeb, and Chopper forward. And move forward it does, in ways exciting and troubling. To mark today’s release of Star Wars Rebels Season Two on Blu-ray and DVD, StarWars.com caught up with executive producer Dave Filoni to discuss the season’s events in detail; in part one of our exclusive interview below, we talk the difference between Anakin Skywalker and the Sith Lord he became, Santa Rex, and having all the toys in the toy box.

StarWars.com: I wanted to start by going back to “Siege of Lothal.”

Dave Filoni: Oh boy. [Laughs]

StarWars.com: [Laughs] It feels like it was three years ago.

Dave Filoni: Right?

StarWars.com: So what I took from it was, you kind of present the Vader I think everybody has wanted to see. It shows the strategy of Anakin Skywalker combined with the ruthlessness of Vader that we knew in the movies. I just wanted to ask how you came to that version of him, and was it exciting to present Vader at a time in his life that had really never been explored before?

Dave Filoni: I have a strange kind of entry into it because I’ve worked with Anakin Skywalker as a character for so long. The thing that’s really apparent is just how different they are. Anakin and Vader have a different manner of speaking, and they have a different way of, obviously, reacting to things. Their physical nature is similar but different. When you deal with Vader, you have to remember that he really is Darth Vader. Everybody knows that he is Anakin Skywalker, but when he becomes Darth Vader, the good person is largely destroyed. We made a special trailer focused on Ahsoka and Vader, and someone was saying that when Vader speaks, they didn’t think of it as Anakin. I thought, well, yeah, why would you? That’s Darth Vader. It’s kind of interesting to have that evolution.

In Rebels, we wanted to see Darth Vader do things that we hadn’t really seen him do before, but still stay true to the character. One opportunity was showing Vader as a pilot. Anakin was a pilot, but we had never really seen Vader piloting the TIE fighter after A New Hope. So, there was a chance to do something with that starfighter and show Vader blowing away a rebel fleet, which was something we knew he did, but we never got to see. I was pretty pleased with the results. It felt, to a lot of people, like this was the Vader they had imagined.

StarWars.com: Let me ask you about the “apprentice lives” moment in “Siege of Lothal.” First, I’m wondering — was that line a nod to the “Ahsoka lives” movement?

Dave Filoni: [Laughs] No, it really wasn’t. It was just the right line for the moment for me. It just seemed like something Vader would say when I was phrasing the dialogue. I actually storyboarded that whole sequence on a whiteboard at Lucasfilm. I wanted to build everything to the moment where Vader realizes that Ahsoka’s alive. That was really the key. To understand that Vader would be the one to know that she’s alive and she would have no clue what it means and who he is. That allowed us to really build the mystery that we see in the entire season surrounding Ahsoka Tano and Darth Vader.


StarWars.com: But does she get kind of an inkling? ‘Cause after that episode it seems like there’s a sadness about her. My interpretation was she didn’t know clearly, but she knew that there was something about this person she connected with.

Dave Filoni: I could answer that implicitly, if you want me to. I never know how fun it is for people to know answers to things. This is something that George [Lucas] and I talked about. When Order 66 is called and Ahsoka survives it, she has a moment where she reaches out into the Force and she looks for Anakin’s presence. She could feel Anakin’s presence in the Force, no matter where she was in the galaxy. It’s not like a metal detector — she couldn’t just go right to where he was, but she would get a feeling that her friend is still safe and alive. When she reaches out after Order 66, she doesn’t get that. It’s gone, and so she believes him to be dead.

When Ahsoka reaches out with Kanan to see who Vader is, that’s different. She digs in and she’s so close to him physically, flying after him, and strikes into his consciousness. It’s almost like realizing something that’s so jarring you can’t handle it. Like Force feedback. She gets knocked out because, I believe, in a flash of a moment, she sees this truth that there’s a layer of hate. An angry, horrible being, and then underneath it is Anakin Skywalker. But when Ezra asks her, “Do you know who or what he is,” she wouldn’t necessarily say yes she does. She is open to the idea that there’s something about this Darth Vader that’s familiar to her, but she’s not ready to name him Anakin Skywalker yet. She has to do a search. That’s why she’s saying there are questions, questions that need to be answered. In the very next episode she starts a kind of long exploration of who Darth Vader is and, specifically, where does he come from and what does it all mean and can it be true. Her unconscious mind knows it’s Anakin; her conscious mind cannot accept that Anakin could be this horrible person.

StarWars.com: Very good. I’m glad you explained it.

Dave Filoni: [Laughs] It’s been thoroughly thought out.

Dave Filoni's original concept sketch of the Vader and Ahsoka confrontation during production of Star Wars: The Clone Wars.

Dave Filoni’s original concept sketch of the Vader and Ahsoka confrontation, made during production of Star Wars: The Clone Wars.

StarWars.com: You mentioned that you talked about what happened after Order 66 with George Lucas. Obviously, as you’re writing the episodes, things might change or you can develop scenes. Some of these things, like Ahsoka and Rex playing a role in the development of the rebellion, Ahsoka connecting with Vader during this battle — how many of these are ideas you had back when you were working with George Lucas on The Clone Wars, versus ideas that came to you now that felt right for the story?

Dave Filoni: There was some discussion with George that Rex would be involved in the Rebel Alliance. We had some discussions about that towards the last season. The conversation I had with George about Ahsoka was mainly pertaining to Vader, and what would she know, what wouldn’t she know, because it was George’s feeling that she survived Order 66. So I made sure to discuss with him his feelings on that, and then I’ve made choices since then. That’s kind of the world that we all live in now as Star Wars creators. We have to make our choices based on where we’re at in the shows that we’re doing. But her being a Fulcrum-like agent, a part of building this rebellion and stuff, was never something we really discussed in detail. Maybe we discussed as far as possibilities. It was really something that [executive producer] Simon Kinberg and I developed along with [Season One executive producer] Greg Weisman when we decided that Ahsoka could play this Fulcrum character.

Originally, I was thinking Ahsoka was much more of a passive player. That she wasn’t a combatant as much. I later changed my mind and thought, “We really need to see the warrior in her in this volatile time.” We’re always evolving the characters and their stories to try and get the best thing possible.

Over the years, I have illustrated the conflict between Ahsoka Tano and Darth Vader many times with several different endings. [Laughs] Interestingly, the way we finally ended up doing it wasn’t really in a scenario or place that I ever pictured. I certainly never knew about Kanan or Ezra or any of them. It’s been fascinating to tell this story with another crew of characters that I really had no knowledge of back when we were doing Clone Wars. Of course, there are certain moments during the confrontation that absolutely ring true to original ideas that I had. One example is the [Ahsoka/Vader] sword fight. I told [the Lucasfilm Story Group’s] Kiri Hart, “Well, I always pictured this going this way,” and she was like, “Well, let’s do it.” I always appreciate that they are very supportive of what I want to do with the character and where I think she should go. The Story Group is incredibly insightful and I think they helped develop the story in fantastic ways.

Star Wars Rebels - AT-TE

StarWars.com: I want to go through the season a bit. So, the return of the clones. How did you get the idea that they would be in this kind of [Hayao] Miyazaki-esque AT-TE, spending their retirement as fishermen?

Dave Filoni: [Laughs] I, for whatever reason, was obsessed with this idea that they were fishing. I grew up in Pittsburgh and saw a lot of older people move to Florida, get an RV. I gravitated towards some version of that for our old clone friends. That they were literally retired veterans on an elongated fishing trip. They had found some way to sustain their life by rod and reel. I eventually came up with the idea [of the joopa creature] to give them something to fish for under the surface of the planet. I guess it’s just from my East Coast upbringing — that’s what a retirement community is kind of like to me. [Laughs]

When I was telling [the team], “I think they’re in a tank,” people were getting really behind that. They liked that idea. I wanted it to feel like this bizarre walking menagerie, you know, and it is like this Howl’s Moving Castle in its own way. So any analogy to the great Miyazaki is welcome in my book, so I’ll take it. We’re strides away from anywhere near him, but you can’t help but be influenced by an animator of such caliber. It is a bit of an homage and I guess just a good idea. 

StarWars.com: Well, I love that, just because I’m from the East Coast also.

Dave Filoni: It made sense to you, right?

StarWars.com: It did, it made total sense. And the other thing was that, I think Rex, the way he looks and the way he carries himself, he felt like a grandfather to me. He had that grandfather type quality. Were you going for something like that?

Dave Filoni: Yeah, I mean, it was just a fact that clones age quick, and so he was always going to be older. I never intended the Santa Claus-ish nature of Rex. I really didn’t think about that until later. I just always liked those Miyazaki characters that have that big old beard. I always loved the way they’re animated and I was dead set on Rex having one like that. The beard is important — it’s in an interesting part of the character. I also wanted them to be bigger guys. You know, they still like to eat well and do their thing. I did sketches of all these things for the [animators] to look at, as they went to do the designs and I think everyone did a great job of adapting them.


StarWars.com: I’m curious how you think Rex, Wolffe, and Gregor view their service, because I’m thinking that if they know Order 66 was a lie, they must have some sense of guilt or regret. Would you say that they do, or can they distance themselves from that?

Dave Filoni: I would say they’re pretty conflicted about that. I think that different clones have dealt with that in different ways. Wolffe has a very hard time separating realities from himself. He still has, or had, some level of loyalty to the Empire and what it was doing. It’s hard for him to realize that it’s not the Republic anymore. I think that they mainly care about their brothers-in-arms and what they went through. I think that most of them, over time, realized that Order 66 was a terrible thing. Some of them benefited from it but all the clones eventually are decommissioned because they just get too old. They outlive their usefulness and then they see that they were exploited and used. Their story is kind of a sad one at the end of the day. I think that’s why Rex would have been on the run at the end of Order 66. He had gone completely AWOL in aiding Ahsoka’s escape from the order. We actually had that story written. It was the finale of Clone Wars.

Ahsoka and Rex were together. They were always intended to be together when Order 66 was called. This is why you don’t see Rex in the film [Revenge of the Sith] or Ahsoka in the film. We had actually accounted for where they were during the film.

StarWars.com: But they were still fighting with the Republic up until that point?

Dave Filoni: Well, Rex definitely was, but Ahsoka still thought of herself as outside the Jedi Order.

StarWars.com: Cool. Well, I hope we see that one day in some form.

Dave Filoni: Yeah, well, you know it could be some kids that grew up on Clone Wars and years later work for Lucasfilm that convince somebody to finish it. And I would be alright with that. It’s just nice that people care.


StarWars.com: This season, it seems to me like Ezra takes two steps forward and one step back. He gets more powerful and he shows leadership and he comes to grips with his parents’ death. But at the same time, he acts out more aggressively and he seems to enjoy combat almost a little bit too much. So it seems like he’s open to the dark side. Is this just part of his nature or is this a failing on Kanan’s part as a teacher? What would you say is going on with him?

Dave Filoni: I would say it’s just the nature of things. It’s everyone’s nature. When you have power and you gain more power, power is corrupting, and you have to be vigilant. You have to try to remain selfless, otherwise you can do terrible things. You don’t really start out saying, “Today I’m going to do terrible things,” necessarily. You know, Anakin does terrible things and he thinks he’s actually saving people. He thinks everybody else has betrayed him.

Ezra, just in a similar fashion to Anakin, he thinks he’s helping by trying to save people and protect his friends. He thinks that finding power will be a way to achieve this. He’s getting older and more rebellious — in some ways he’s your typical teenager. This is true in Star Wars as much as in the real world. Ezra is going to challenge authority and he’s going to ask more questions. If he didn’t and he was perfect, it wouldn’t be real; forget it just not even being a good story, but it wouldn’t be believable. So, the fact that he is out there challenging things is just kind of the way it goes. We’ll see what the repercussions are for that.

StarWars.com: Right, he has to experience it so he learns what is right and what’s wrong.

Dave Filoni: Yeah. He’s going to have missteps, and you just hope when you do they don’t cost you, but you start to get the feeling that Ezra’s missteps could have a significant impact on the group.


StarWars.com: Two of my favorite episodes were “The Protector of Concord Dawn” and “The Honorable Ones.” What I feel is different about them is that they were really intimate episodes. They were on a smaller scale and just kind of drilled down on these characters. What can you say about the making of those two episodes in particular?

Dave Filoni: Well, a lot of our goal in Season Two was to really focus on characters and give them more background, depth, and history. We really tried to do that with Sabine. We always promised that you were going to find out more about her Mandalorian heritage and we had this great opportunity to expand on the culture we had created in Clone Wars. What happened to those people was pretty important, and also furthers one of our own characters in Sabine Wren. I thought it was just a really nice exploration, especially because it was Kanan and Sabine together and we had never, up until that point, done a Kanan and Sabine story.

StarWars.com: Right, it’s an interesting pairing.

Dave Filoni: Yeah. I think that we’ve noticed, with the 21 minutes that we have to work with, that the show tends to actually be better when it’s about fewer characters. In that way, we seem to be able to service the characters better. The finales are great but, my gosh, we don’t have a lot of time to service some really amazing, important characters, and it can be quite a juggling act to get those characters’ stories told. So, I think that’s a little bit of what you feel when you have episodes like [“Legends of the Lasat”]. Here are more Lasats that you didn’t know were alive, and we have to figure out who these characters are and what drives them.

The Kallus/Zeb episode is like that, as well. You trap them in a one-room ice cave and yet it still feels like a really compelling story. It doesn’t suffer for being one location the whole time. Hera got her episode like that, as did Chopper. Everyone got their featured episode this season, which is something a lot of fans had said they wanted. They liked Ezra and Kanan, but they wanted to see a little more focus on the other characters, so it was fun to kind of branch out and give people some diversity and deeper insight into characters.

StarWars.com: I wanted to dovetail back to Ahsoka and the way you handled her this year. You touched on this a little bit. It’s interesting that you said you kind of [originally] wanted her to be in the background more, because I felt like although we definitely see her mix it up, she was not super involved. I think it made her more mythic. It reminded me of old Ben Kenobi and his role in A New Hope. What did you want to convey about her this season?

Dave Filoni: Well, we were actually very careful. Once we brought her back, there was a lot of excitement — more than we had anticipated. The first day back in the writing room everybody was like, “Oh, this is great, we’ll have Ahsoka do this and we’ll have Ahsoka do that,” and as we’re kind of sitting there, it’s really apparent that this could become The Ahsoka Tano Show really quickly. That’s not the direction we wanted to go in for Rebels. This show is primarily about Ezra and Kanan and what they’re doing. If we focus too much on Ahsoka, we’re not showing the importance of our main characters anymore. It was important that if we had Ahsoka in the story it be in service to Ezra and Kanan somehow, that her story crossed with theirs because it was important for them. Those were the ground rules that we had going into it.

We used to have this problem in Clone Wars when we would try to put Yoda in a story and it would be like, “Yeah, if Yoda’s there, this isn’t really a problem is it?” That’s because Yoda’s going to go in there and kick everyone’s butt. We all felt that Ahsoka, the only person that could really match her in this time period, blow for blow, would be Vader or the Emperor. So that was why you didn’t see her as much and when she showed up it was purposeful. It had meaning again. You always have to serve your story, and the best way we could do that was by actually limiting Ahsoka in the story, so when she showed up, you knew it was going to be important.


StarWars.com: So she gets her final conversation with Anakin in the Jedi Temple. I interviewed Ashley [Eckstein] and I told her that it seemed like a bookend to their relationship. Did you worry that you would not get that opportunity? That’s question one, and question two, how did it feel to write Anakin and Ahsoka again, but with an Anakin that’s different than the one you really worked with?

Dave Filoni: I’d been searching for a way to bring back a lot of the Clone Wars cast as a thank you to them for being such an important part of that show. I had figured out a way to get almost everybody back and there was a lot of talk about how we could bring Matt Lanter back. Matt is a very talented actor. He can do a lot of things, and so there was some thinking that maybe he could come back as somebody else. But then, we had devised that way of showing Obi-Wan as a hologram and that worked really well, so I thought that might be the way to do it. The holocron seemed reasonable; it could have a history of Anakin Skywalker on it training kids how to fight with a lightsaber. I wrote so much of Anakin and worked with Matt for so long that it wasn’t hard to do. It’s just kind of like getting on a bike. You remember the beats of it and how he speaks. I ended up writing most of the Ahsoka dialogue between her and Anakin too, because I know the characters so well. It was a lot of fun and I knew Matt would deliver. He loved it and it was great having him in the role again.

Rebels, in the end, has allowed us to follow through on some stories for a few Clone Wars characters, which I really didn’t think would be possible. The fact that the fans wanted it, and that the Lucasfilm Story Group was excited about telling these stories and seeing these characters again, made it possible. It’s been amazing. It really speaks to this generation of fans and who their favorite characters are. They’re fans of Rex and Ahsoka as much as they’re fans of Luke and Leia.

I’m very grateful for the fans’ loyalty and their campaigning. It made it even more entertaining when I was messing with them relentlessly about what was going to happen in the [season] finale.

StarWars.com: Well, that’s the real fun of it, right?

Dave Filoni: It really is a great joy. I have to say it is a great joy for me. [Laughs]

StarWars.com: Every job has its perks.

Dave Filoni: [Laughs] Yeah, and this is definitely one of those for me. It’s fantastic to just make it gut-wrenching for them right down to the last moment. So I’m having a great time.


StarWars.com: When Ahsoka’s running out of the Temple and she sees Yoda, that’s from Last Crusade, right?

Dave Filoni: Absolutely. I couldn’t help myself. It’s just the right thing. Yoda and Ahsoka kind of had a bad moment when she was expelled from the Temple, and I just couldn’t have them get so close to meeting without seeing each other and without kids knowing there’s no hard feelings there. That there’s some forgiveness there. I just thought that was important to show, so it was a fun little moment and it was absolutely Last Crusade — the Templar knight saying goodbye.

StarWars.com: What I love about the show is that it’s a meeting point between all facets of the saga. Can you talk about what is great about that, but also maybe what is the challenge of having all those toys in the toy box?

Dave Filoni: Well, the toys are always fighting for screen time. That’s the challenge. [Laughs] Everybody wants to be in the episode and you’re never going to have enough time to service every story. So again, it’s about making characters meaningful. I work on Rebels and story in the same way I worked on Clone Wars. Whether it’s the Legends era or the classic trilogy or the prequel trilogy, these are Star Wars characters and stories.

We have borrowed from as many places as we can. Our carrier that the rebels steal is actually from the West End games. I believe it was a design that Doug Chiang had done for a roleplaying manual. I said, “Well, we’ve got an aircraft carrier, let’s use that.” I worry about people just inventing things for the sake of inventing new things. I don’t want to do that. I think Star Wars fans are immensely loyal and have been loyal for a long time, and probably, there’s somebody out there that played that game that knew there was a carrier like that, and if we put it in the show and they see that, they might think, “Wow, I used to play that! That’s amazing.” I think we’ve tried to honor that loyalty and show them that we care. It’s something I used to do with George. We had a motto — “We never throw anything out.” We just had all these things and we find ways to use them and, as long as it makes sense for the story, you’re alright bringing them in.

StarWars.com: Well, the Fifth Brother is based on a design from The Force Awakens, right?

Dave Filoni: That’s right, that’s absolutely correct. I was sitting in on those [The Force Awakens] meetings early on and I’d see some pretty cool stuff, and I was like, “Heyyyyy… Is anybody going to use that?” And they were like, “Well, we don’t know,” and I said, “Well, if he [J.J. Abrams] doesn’t use that, I’m taking that.” And J.J. went in a different direction and I said, “Hey, where’d that thing go? I want that guy with the hat. Where’d that guy go?” Why waste it? It was a great design. I try to utilize everything. I keep my eyes open when I walk around the studio or when I walk around the film sets. I’m always looking for those bizarre little things that we can borrow from. Everybody gets it. We’re all fans, and part of Star Wars was imagining that every bizarre background character had an incredible story. For me, it’s fun to try to tell those incredible stories.

Stay tuned for part two of StarWars.com’s interview with Dave Filoni!

Dan Brooks is Lucasfilm’s senior content writer and editor of the StarWars.com blog. He loves Star Wars, ELO, and the New York Rangers, Jets, and Yankees. Follow him on Twitter @dan_brooks where he rants about all these things.

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