The tenth episode of the animated television show Star Wars Rebels' third season is entitled "An Inside Man". As the series' forty-seventh episode, it was broadcast on Disney XD on December 3, 2016.
On Lothal, as darkness descends, the Spectres Kanan Jarrus, Ezra Bridger, along with the astromech droid Chopper, are positioned on a rooftop in a town just outside of Lothal's Capital City. The city is heavily occupied by Imperial forces, with stormtroopers and AT-AT walkers patrolling the streets. Imperial Star Destroyers dominate the skyline. Observing the city through macrobinoculars, Ezra remarks that the situation is even worse than their local rebel contact, Ryder Azadi, had indicated. As the three rebels await, Chopper notices Ryder's landspeeder being chased by a pair of Imperial 614-AvA speeder bikes and an AT-DP walker. Ezra and Kanan leap onto Ryder's speeder, while Chopper utilizes his rocket booster to board.
The rebels narrowly avoid colliding with a roadblock, and Ezra and Kanan struggle to maintain their grip on the speeder's engine thrusters. Ryder is compelled to execute a U-turn towards the AT-DP. Employing their lightsabers, Ezra and Kanan slice through the walker's legs, causing it to collapse. Ryder's speeder is then pursued by the two speeder bikes on the highway. When Ezra questions the bikes, Ryder assures him that they don't need to outpace them, but rather wait for the bikes to reach 190. Upon Kanan's inquiry about what occurs at 190, Ryder instructs him to observe. Kanan then asks if Ryder's speeder can even reach 190, to which Ryder replies "sometimes", urging the Jedi to "think fast thoughts". Ezra and Kanan use their lightsabers to deflect the shots fired by the bikes.
As Ryder predicted, the engine of one of the speeder bikes overheats, resulting in an explosion, with the resulting debris destroying the other bike. Ryder informs his passengers that these speeder bikes originate from the local Imperial factory, which he and his rebel cell have been infiltrating to sabotage them. When Ezra and Kanan commend Ryder's efforts, Ryder clarifies that he cannot take full credit, as a friend of Ezra's conceived the idea. The rebels proceed to Ryder's stone circle hideout in Lothal's wilderness. There, Ezra is reunited with an old friend of his family, the farmer Morad Sumar. Morad comments on Ezra's growth and haircut, welcoming him and assuring him that his parents would be proud. Morad is accompanied by his wife Marida Sumar and the Ithorian bartender Jho, who together form Ryder's Lothal resistance group.
When Ryder inquires about Ezra's plan, Ezra explains that Phoenix Cell is seeking assistance from another rebel cell to dismantle the Imperial Armory Complex on Lothal. The Sumars and Jho express their enthusiasm. When Ryder asks about the timing of the strike, Kanan replies that it will be soon, contingent on what they discover during their mission. Ezra adds that their source, Fulcrum, has informed them that the Empire is developing a new weapon. Knowing its nature would secure the other rebel cells' agreement to launch an immediate attack. Morad informs Ezra that the Empire has heightened security around Section A2, relocating the most skilled workers there. When Kanan asks if Morad can facilitate their entry into the factory, Morad asks if Ezra possesses any manufacturing experience. Upon Ezra's admission that he does not, Ryder quips that he will fit in perfectly.
Disguised as workers, Morad, Kanan, Ezra, and Chopper enter the Imperial factory, where AT-AT walkers and TIE fighters are manufactured. Governor Arihnda Pryce, Agent Kallus, and Lieutenant Yogar Lyste have assembled the factory workers for an inspection. Pryce instructs Kallus to ensure that all workers are present. Ezra recognizes Governor Pryce as Kallus' new superior, as mentioned by Sabine Wren. Kallus urges the workers to be attentive, as they are honored to receive an inspection from Imperial High Command. The inspector is revealed to be Grand Admiral Thrawn, who dismisses the notion of his visit being an honor.
Thrawn informs the workers that vehicles produced at the Lothal factory exhibit a significantly higher malfunction rate compared to those produced elsewhere. He attributes this to poor craftsmanship, which he asserts has resulted in losses of troops and missions for the Empire. Thrawn warns that such negligence will no longer be tolerated. He then addresses Morad, identified as Worker 5473. When Thrawn asks Morad if he was forced into the Empire's service, Morad confirms it, citing the loss of his farm. Thrawn proceeds to ask Morad if he takes pride in his work, to which Morad affirms.
Indicating a 614-AvA speeder bike on display, Thrawn states that it is the last model he personally inspected. He then requests Morad to demonstrate its acceleration to full speed. A stormtrooper escorts a reluctant Morad to the bike. Ezra attempts to intervene, but Kanan restrains him as a stormtrooper orders them to remain in line. Morad starts the bike, and its engine begins to overheat. Morad shuts it down, but Thrawn insists on the demonstration continuing and forces the bike to full power. The bike explodes, resulting in Morad's death, leaving only his charred worker's helmet. Morad's death at the hands of a dispassionate Thrawn elicits horrified reactions from the workers, Ezra, Kanan, and Kallus, with Lyste appearing vaguely disturbed, while Pryce displays a sadistic smirk. Now having the workers' attention, Thrawn warns them that they will personally test everything they build from now on. He predicts their malfunction rate will decrease substantially, while meticulously brushing a speck of ash from his uniform. Ezra attempts to attack Thrawn, but Kanan prevents him to avoid revealing their cover. Thrawn then instructs Kallus, Lyste, and Governor Pryce to ensure that no one leaves the factory, as he intends to inspect the line for sabotage. Lyste informs the workers that the factory is on full lockdown. Kanan attempts to contact Ryder to warn Hera Syndulla about the lockdown, but is unable to send a signal due to Imperial jamming.
Lieutenant Lyste then orders the workers to form two lines and submit for verification and questioning. A stormtrooper orders the workers to present their ID cards for examination. Kanan and Ezra realize they must avoid scrutiny, and Chopper, at Ezra's suggestion, creates a disturbance by starting a speeder bike, which crashes into a barrier. This diverts the Imperials' attention, allowing Kanan and Ezra to escape the room. Lyste questions Chopper's actions and orders the droid to report for maintenance.
Ezra and Kanan flee down a corridor, continuing their mission to uncover the Empire's plans. Kanan suggests beginning with Section A2. Ezra responds that they need to change their disguises, as the workers are on lockdown. Seizing an opportunity, the two rebels encounter a stormtrooper and a scout trooper, who remind the workers that they have not been dismissed. Ezra and Kanan subdue the Imperials and steal their uniforms.
Meanwhile, Governor Pryce questions whether the rebels have infiltrated Section A2, emphasizing the importance of that product's secrets. Thrawn responds that he has ordered the termination of anyone attempting to enter that area without his personal code. He then criticizes Governor Pryce for compromising security by hiring locals, to which Pryce replies that the factory has quotas to meet. Kallus explains that he could question the workers, but he cannot determine if they are lying without information on the classified project. Pryce haughtily responds that all Kallus needs to know is that the Admiral has a new fighter initiative. When Kallus states that he can't see how one fighter can change much, Thrawn responds that victory and defeat are often determined by the smallest details. Thrawn then asks a worker if an AT-DP standing on display is his work. When the worker responds in the affirmative, Thrawn has Kallus make the walker step forward, and it quickly collapses. Despite the worker's protests, Thrawn gestures for his stormtroopers to arrest the man.
Back at Ryder's rebel encampment, he contacts Hera at Chopper Base on the planet Atollon, informing her that the factory is on full lockdown and that he cannot reach Ezra and Kanan. He warns Hera that the new Imperial in charge is very thorough, and that he has red eyes. Commander Jun Sato, Garazeb Orrelios, and Sabine are also listening to the conversation. Hera identifies the new Imperial officer as Grand Admiral Thrawn. Ryder tells Hera that his team will attack the factory at the east gate, to distract Thrawn and provide Kanan and Ezra with an opportunity to escape.
Meanwhile, Kanan, Ezra, and Chopper conceal themselves as stormtroopers admit an Imperial astromech droid into Section A2. Ezra proposes using Chopper to enter and steal plans, which requires obtaining a clearance code from an Imperial astromech. When one appears, Kanan informs the droid that it is in a restricted area and requests to see its clearance code. As the droid presents its clearance code, Kanan takes it. Chopper then electrocutes the droid using his spark projector, and Ezra catches the Imperial droid before it falls, propping it against the wall. Kanan gives Chopper the clearance code, and Ezra urges him to be quick. The stormtroopers allow Chopper into Section A2, where he plugs in and begins downloading data.
At his office, Thrawn examines images of Ezra and Hera, Sabine's Mandalorian graffiti, and a Jedi Temple Guard's helmet. When Lieutenant Lyste and Kallus enter, he inquires about a piece of Sabine's artwork, painted on a section of retaining wall. Lyste dismisses it as part of the base's retaining wall, while Agent Kallus recognizes it as a symbol of Phoenix Squadron. He identifies the starbird as a creature of light rising in flames, interpreting it as a symbol of the rebels' commitment to victory. Thrawn observes that he has seen the starbird markings throughout Lothal, speculating that the crew of the Ghost have a special attachment to Lothal and will always return.
When Thrawn asks if they have discovered any more subversives, Lyste nervously reports that two of the workers have gone missing, but their uniforms have been found. While Kallus expresses confidence in locating them once an alert is issued, Thrawn points out that the rebels will have already obtained new disguises and suspects that they are inside the factory to gather more information and escape. When Kallus asks Thrawn whether he thinks that the rebels are more than saboteurs, he responds that the rebels are likely after the contents of Section A2 and orders Kallus to secure it.
While awaiting Chopper's return, Ezra and Kanan are discovered by a stormtrooper patrol. The patrol's corporal, wearing a black pauldron, questions their presence. Kanan claims they are on guard duty, and when the corporal asks what they are guarding, Ezra replies that they go where they're ordered. The corporal states this is highly irregular and requests their operating numbers. At this moment, Chopper emerges from Section A2. Kanan asks the corporal if this is Section B17, and when told it's Section A2, Ezra claims that he knew they were in the wrong section, telling the corporal that they're new transfers. They quickly walk away from the patrol, only to turn a corner and see Lieutenant Lyste ordering more stormtroopers to establish a full lockdown. As Kanan, Ezra, and Chopper flee down the hall in the opposite direction, the stormtrooper corporal and his men pursue the three undercover rebels. Reaching a pair of turbolifts, Kanan frantically presses the call button, but receives no response. He tells Ezra that things are probably going to get "messy". The lift opens to reveal Agent Kallus inside.
Kallus orders the disguised Kanan and Ezra inside, ostensibly to help him secure the perimeter. Once inside, Kallus informs the two rebels and Chopper that he knows their identities and warns them not to move. Believing him to still be an enemy, Ezra and Kanan engage Kallus in a fistfight. However, Kallus manages to stop the fight by revealing that he is Fulcrum. When the two Jedi express doubt, Kallus proves his claim by using the code phrase "by the light of Lothal's moons," surprising the Jedi. Kanan and Ezra remove their helmets, although they remain skeptical due to their past encounters with Kallus. He manages to convince them by stating that Zeb trusted him on the ice moon Bahryn, and that he helped Sabine escape Skystrike Academy. Kallus tells Ezra and Kanan that he is trying to save them.
Chopper beeps, and Kallus snaps that the rebels' droid trusts him. Ezra retorts that that's not a good thing, and Kanan tells Kallus that if he wants to help them, he can help them get a signal to the rebels outside. Kallus and the rebels enter a communications station, with Kallus pretending to fight the rebels during the attack. Using their blasters, lightsabers, and some Force pushes, Ezra and Kanan stun the stormtroopers and another Imperial officer. Kallus is irritated that Ezra Force pushed a stormtrooper into him without warning him he was going to do that, and Ezra responds, "Where's the fun in that?" Kallus tells them that their droid can uplock their comlinks from this port, and that he will provide the access codes. However, Chopper mutters that he doesn't need them. Kallus remarks that their C1 is pretty efficient, and Chopper beeps, pleased by the flattery. Ezra responds that Chopper would get along with an Imperial spy.
Kanan then contacts Ryder via comlink and asks if he is there. Ryder reveals that he is planning to attack the east gate of the factory, and tells Kanan to move if they want to get out. Kallus tells the rebels to head to the east vehicle pool, where they will find an AT-DP walker that will allow them to escape. Kallus then says that all he has to do now is make this look convincing, so Ezra off-handedly Force pushes the Imperial Security Bureau agent through the glass monitor board. Ezra and Kanan briefly argue, as Kanan wanted to do it, and Ezra tells Kanan that if Kallus really is on their side, he'll get his chance. Kallus, on the floor, groans and puts his hand to his head.
Back in his office, Thrawn studies a datapad. He has learned that an unauthorized droid has accessed the computer in A2, and deduces that the rebels have acquired his plans. However, Thrawn senses that something has changed, because the rebels have delayed their escape. Pryce speculates that the rebels have realized how impossible it is to escape, and Thrawn theorizes that the rebels have found an unexpected ally – or perhaps an expected one. Governor Pryce is unsure what Thrawn is talking about. He explains that the rebels will attempt a different means of escape, and that they must adapt their strategy.
At the east gate vehicle pool, Lieutenant Lyste calls Thrawn to inform him that the rebels are attacking the east gate. He has deployed two AT-AT walkers, and asks if he should deploy backup. Reasoning that the rebel infiltrators will take advantage of the attack to escape, Thrawn replies yes, and tells Lyste that they will play the rebels' game. Meanwhile, Ezra, Kanan, and Chopper slip unnoticed into an AT-DP walker behind Lyste's back. When Lyste deploys the walker reinforcements, Ezra tells Kanan they'll fit right in, and hopes that their walker is one of the "good ones." Outside, the two Imperial AT-ATs march out to confront Ryder's two landspeeders as Loth-cats scurry in the background.
Riding shotgun on Ryder's landspeeder, Marida Sumar fires a rocket launcher that damages a nearby Imperial Troop Transport. Ezra and Kanan's AT-DP, Walker 216, approaches the AT-AT walkers from behind. When the AT-AT pilot asks what they are doing here, Ezra claims that they are reinforcements. However, Thrawn warns the pilot that Walker 216 is under rebel control and orders his AT-ATs to destroy it. Ezra thinks Kallus set them up, but Kanan replies that they will figure it out later. Kanan tells Ezra to find cover while the AT-ATs blast Walker 216.
Ryder and Marida spot Ezra's walker under attack, Ryder noting that Imperial walkers shooting at each other is not a common sight. Ryder contacts Ezra, who confirms that they are in the AT-DP. Ezra manages to move his walker under one of the AT-ATs, but the walker proceeds to crush them under its legs. Ezra and Kanan use their lightsabers to cut a hole and board the AT-AT, hijacking the walker. Ryder and Marida see the empty AT-DP explode. Believing Ezra and Kanan to be dead, Marida fires another rocket that hits one of the front legs of Ezra and Kanan's hijacked AT-AT walker, causing it to topple, but not before Kanan and Ezra fire upon the other AT-AT, destroying it. Ezra, Kanan, and Chopper escape through the roof of the downed walker.
Ryder is relieved to see that his friends are alive, but remarks that he thought that they were in the smaller walker. When Ryder asks about Morad, Ezra tells them that he did not make it. Marida bows her head in sadness. She then sees more walkers coming, and the rebels flee into the wilderness on their landspeeders.
After escaping back to Ryder's encampment, Ezra, Kanan, and Ryder communicate with Hera, Sabine, Zeb, and a rebel astromech droid via hologram. Sabine has decrypted the data that Chopper stole. Hera and Sabine discover that the secret Imperial plans are the blueprints for a new type of TIE Interceptor with shields. Hera notes that TIEs have never been built with shields before. Zeb deduces that this is why the Imperials are keeping this project a secret. If the new TIE fighter is produced in large numbers, Hera and Kanan fear that it will endanger their pilots and the rebellion.
When Hera asks how they managed to get past Thrawn with his secret plans, noting that someone's losing more than their job for this, Kanan replies that they can thank Agent Kallus, because he knew Fulcrum's code phrase. Hera's eyes widen in surprise, and Sabine is shocked, wondering how Kallus being Fulcrum even makes sense. Zeb, stunned, deduces that he must have "accidentally" recruited him. Ezra pointedly asks if it was when they were stranded on that ice moon together, since Zeb didn't see fit to tell them about that. Zeb reasons that because they didn't kill each other, they are friends now. Still distrusting Kallus, Hera advises caution with their new "friend" until they know what game he is playing.
Back at Imperial headquarters, Thrawn thanks Lieutenant Lyste for his report and dismisses him. However, Governor Pryce and Agent Kallus stay behind. Thrawn then talks to Kallus, and confirms that his encounter with the Jedi, corroborated by several troopers, was helpful. After analyzing the rebels' escape, Thrawn deduces that they had help from someone within the Imperial ranks. Governor Pryce expresses shock that the rebels have a mole, and calls for all Imperial personnel to be interrogated, insisting that "This spy must be found!" Thrawn advises patience, and warns her that acting out of emotion will not work. Instead, the Grand Admiral states that they will wait and watch for the spy to make their next move. Addressing Agent Kallus, he tells the Imperial Security Bureau agent that when the spy is discovered, which Thrawn has no doubt is a certainty, he will turn them from an obstacle into an asset. Trying to hide his dealings with the rebels, Kallus feigns loyalty by telling Thrawn that he commends his flawless strategy.