After last week’s disappointing and hasty Chapter 22, season 3 of The Mandalorian had a lot to figure out and deliver in the two remaining episodes. Fortunately, Chapter 23 is the show at its best, delivering spectacle, emotion, and surprises throughout a meatier runtime while looking stunning as well.
This is the second episode of season 3 directed by The Mandalorian veteran (now also executive producer) Rick Famuyiwa, but not his last, as he also captained next week’s season finale. He once again reminds viewers why he’s one of the best directors doing Star Wars television at the moment, adding depth to quiet scenes and a striking sense of scale to the bigger sequences. He already got to show off a bit this season in Chapter 17, but this time around, the script was up to par too.
Spoilers ahead for The Mandalorian Chapter 23: ‘The Spies’
The stark contrast between the previous episode and this one is evident from the get-go: the thick atmosphere of Coruscant’s lower streets is captured masterfully with smart shots that stay on Katy O’Brian’s Elia Kane and make good use of the artificial lighting. It’s the second week in a row we’re getting obvious Blade Runner vibes, but this is how it’s properly done.
To the surprise of no one at this point, Kane is indeed a double-agent working for Moff Gideon, who finally shows up, looking as confident as he was before Luke Skywalker shut down his party at the end of season 2. After his escape and the bombing of Lady Kryze’s castle on Kalevala, we suspected the Imperial remnants were more powerful and organized than anticipated, and we get confirmation in a rather lengthy prologue.
Before we move on to Gideon’s super-secret base, we also get confirmation that he was indeed behind the pirate attack on Nevarro, where he used to have a base of operations. The Mandalorian interference was to be expected, but he seems surprised by different factions working together. Only a minor setback, as we’ll see later in the episode.
The first huge scene of Chapter 23 introduces us to the Shadow Council, a sizable group of Imperial warlords and high-ranking members who are quietly working on rebuilding the Empire, though they’re struggling to find common ground on certain matters, such as the split of resources.
It’s unknown whether they all know about Palpatine’s plan B over at Exegol, but it all definitely ties into the stuff fans have read about in the Aftermath novels. And part of these remnants will eventually become the First Order for sure. In fact, we meet Brendol Hux, Armitage Hux’s father, and he’s played by none other than Brian Gleeson, Domhnall Gleeson’s younger brother! He’s into cloning and working on Project Necromancer, which is a bit on-the-nose even for Star Wars.
More importantly, we get the second Grand Admiral Thrawn name-drop on The Mandalorian, as Gilad Pellaeon (another huge win for Legends fanatics) is awaiting the Chiss mastermind’s return to lead them to victory against the New Republic. It appears no one in the group has talked to Thrawn in a long time though – he’s been lost somewhere in uncharted space since the Star Wars Rebels finale – so it seems Pellaeon just respects him that much. We’ll probably have to wait until the Ahsoka series arrives this summer to clear things up on that front.
Anyway, Gideon has a vision and plans of his own, starting with finally erasing the Mandalorians from the face of the galaxy. Also, he asked for three Praetorian guards, and we’ll get to them later. Dave Filoni co-wrote this episode, and we can see why he got involved, especially now that we know for sure where he’s taking the overarching story next with Ahsoka and his just-announced big crossover movie.
As previously mentioned, the extra runtime (the episode clocks at 47 minutes without end credits) allows this installment of The Mandalorian to breathe, and it was nice to see the Nite Owl fleet’s arrival on Nevarro get some attention and grandeur. It feels big and meaningful, especially as Bo-Katan’s faction meets the Children of the Watch. The initial tension could be cut with a knife, but each group respects the leaders who have agreed to collaborate on retaking Mandalore.
Before the decent-sized Mandalorian fleet departs, Greef Karga has a gift for Din and Grogu, one that confirms some leaks from long ago: our little green friend is getting a mech suit! Well, it’s not as cool as it sounds on paper, but seeing Grogu bumble around inside IG-11’s body is the kind of wacky Star Wars we love. And he immediately lets everyone know he understands everything by mashing the “yes” and “no” buttons, though the next scene confirms he’s still very much a goofy child.
The trip to Mandalore goes smoothly, and we’re off once again to the planet’s surface, following a scouting party led by Bo-Katan, Din, the Armorer, Axe Woves, Koska Reeves, and Paz Vizsla. The arrival is quiet, and we get a nice little exchange between Paz and Axe; the Children of the Watch have suffered in hiding, yet they weren’t on Mandalore when it fell, unlike the Nite Owls.
The first surprise waiting for our protagonists in this second expedition to the planet is a big sand ship manned by Mandalorian survivors who escaped the Great Purge and have been stuck on the planet. Seeing truly worn-down Mandalorians embracing a pirate-ish life and roaming around a desolate wasteland is something we weren’t expecting at all. They’re nice guys though, and instantly recognize Bo-Katan and express interest in joining the trip to the Great Forge.
Once again, the extra minutes allow Din and Bo to share some time together and reflect on what they’re trying to do there and how their dynamic has changed. Moreover, Bo admits she surrendered – kind of a big deal for Mandalorians – in a desperate attempt to save as many of her people as she could during the Great Purge. This is the exact type of weightier character work that season 3 has been lacking in some key points to fully glue together the entire quest and Din and Bo’s journey, and we’re glad this episode spent extra time solidifying the current nucleus of the series.
It’s time to burn some CGI budget when a massive beast (Jon Favreau sure loves them) emerges to the crystalized surface and smashes apart the funky boat everyone was on. And nope, it’s not the mythosaur we saw earlier in the season nor a Zillo beast, which would’ve felt 100% a Filoni moment. Anyway, it appears the monster it’s not very important, as the group quickly descends to the ruins below to seek shelter.
Surprise, surprise! There’s no shelter to be found, as brand-new Imperial troops sporting white beskar armor and jetpacks get the jump on the group and start gunning many of them down. Again, Star Wars animation fans might think these are new Imperial Super Commandos (Mandalorians who once worked alongside the Empire), but they’re a new type of strictly Imperial soldiers. Someone has been learning from the civilization’s key strengths…
Din and the remainder of the party are baited into following the escaping troops, who lead them to an underground Imperial base! Moff Gideon had been hiding (and upgrading his troops and arsenal) there all along. We have to guess work on such a facility started right after the Purge, and Gideon has been running things his own way down there.
The next big moment has Din and other Mandalorians split apart from the main group by a huge door. After the once-titular Mandalorian is overpowered by the elite troopers, Gideon finally shows up, and he’s covered in beskar as well, horned helmet and all. We had our suspicions, but yep, he’s a massive Mandalore fanboy. In fact, he confirms he’s grabbing the very best from the cloners, the Jedi, and the Mandalorians to create the ultimate army. Basically, he’s putting quality over quantity, at least for now.
Din is taken away, and Gideon offers Bo-Katan a chance to surrender the Darksaber (again), but of course, she ain’t giving him nothing and instead cuts Qui-Gon style through the back door so she and the group can escape before they’re shot to death. Sadly, Paz Vizsla stays behind to cover their exit and causes some serious damage to Gideon’s forces before the previously-teased Praetorian guards show up to finish him off. And bad news for sequel trilogy deniers once again: these guys are pretty much the previous iteration of the red guards we saw protecting Snoke in The Last Jedi.
What could’ve been a solid season finale with a somber cliffhanger ends with Paz getting a warrior’s death and Din captured, leaving Bo-Katan as the titular Mandalorian; the logical next step after gradually shifting our attention towards her. Going into next week’s finale, we face three huge questions: Is the Mandalorian fleet doomed too after Gideon promised its destruction? Who – or what – is gonna help Bo recover Din? Is the Armorer the second spy of an episode titled ‘The Spies’ after she suspiciously brought them all together and took off the planet and back to the fleet before the bantha poodoo hit the fan? We'll have to tune in next week to find out.