The Mandalorian S2E3 “Chapter 11: The Heiress”

The Mandalorian looks toward the camera

Greetings from a galaxy far, far away! This week, we continue our journey with Din Djarin (a.k.a., The Mandalorian) and The Child, as I review and analyze The Mandalorian S2E3, “Chapter 11: The Heiress.”

While I liked last week’s episode, “Chapter 10: The Passenger,” I mentioned in my article that I felt it didn’t move the story along or give us additional insight into the characters. That all changes in “Chapter 11: The Heiress.” This episode is packed to the brim with everything I could have wanted. I believe it will not only be a fan favorite, but will prove pivotal to the overall story arc.

Worst Landing Ever

The Mandalorian S2E3 opens with the Razor Crest approaching the moon of Trask. As we saw at the end of “Chapter 10: The Passenger,” the ship is in terrible shape. Between crashing on the ice planet and being trashed by spiders, Mando, The Child, and Misty Rosas’s Frog Lady brace for a rough, manually-controlled landing. Mando only hopes they can survive re-entry. The Razor Crest plummets toward the landing pad. Mando barely has it under control, with the authorities continually pleading with Mando to slow down.

We have seen a few hero ships crash in Star Wars. Anakin crash landed General Grievous’s ship in Revenge of the Sith, but it was already going down and he did it with style. Forget all the collateral damage that must have come with it. Poe and Finn crash on Jakku after getting shot out of the sky. Han Solo crash lands the Millenium Falcon on Starkiller Base, after coming through the planetary shields while in hyperspace. All of those crashes were a direct result of a battle or a risky maneuver that no one had tried before.

A walker crane picks up the Razor Crest out of the water, to place it on the landing platform

This landing is something different. It is a complete disaster. Mando does show some superior piloting skills by getting the ship under control at the last minute, but can’t stick the landing. Just as everyone breathes deeply, one of the engines explodes and the Razor Crest rolls onto its side and into the ocean. The Mon Calamari dock worker stands there incredulously shaking his head, and then turns to walk away. After the previous episode, Frog Lady and others may be doubting Mando’s piloting abilities.

Enemies Everywhere

We have seen in previous episodes this season that there seems to be no end to the number of people out to get Mando’s beskar armor. In The Mandalorian S2E1, Gor Koresh tried. It S2E2, the four marauders that ambushed him in the Tatooine desert tried. In The Mandalorian S2E3, it is a band of Quarren aliens. Will this be a recurring theme for the rest of the season or even the series?

These squid-faced aliens agree to take Mando to a group of Mandalorians. They say it will only be a few hours voyage by sea. Once Mando and The Child are on the ship, the Quarren push The Child, still in his pram, into the cage of a large sea creature called a mamacore. Mando jumps in to save him, at which point the Quarren crew close the cage trapping them in with the creature. Luckily, some previously unknown allies show up to save them. The Mandalorian, The Child and Mando’s beskar armor are still intact (but not the pram—we have likely seen the last of that).

A Quarren ship at sea

As the Quarren are an aquatic species, it makes some sense that they travel by ship. There have been only a few watercrafts in Star Wars live action, such as the bongo submarine in The Phantom Menace, the gondola speeder Anakin and Padme took on the lake in Attack of the Clones, and the sea skiff Rey use in The Rise of Skywalker. This boat, similar to a fishing boat here on Earth, is the first real boat we have seen in Star Wars live action.

Creature Feature

George Lucas once described Star Wars as creature features. Each of his Star Wars movies featured one or more monstrous creatures that mostly served as antagonists, such as the dianoga, the wampa, the space slug, the rancor, the sarlacc, the sando aqua monster, and the acklay. While not an antagonist, Revenge of the Sith featured the varactyl, a large avian reptile that Obi Wan Kenobi rode on Utupau. Disney’s Star Wars movies have carried on this tradition, with creatures such as the rathtar, the vexis, the summa-verminoth and the bor gullet. Only The Last Jedi seemed to avoid this trend, although there were various animals that made appearances, such as the fathier.

The Mandalorian has carried on the creature feature tradition in a big way. In “Chapter 1: The Mandalorian,” the Razor Crest is attacked by the ravinak, a large walrus-like creature. “Chapter 2: The Child” features the mudhorn. Mando and company must fight off Nevarro reptavians in “Chapter 7: The Reckoning.” Each of the three episodes we have seen so far in Season 2 have pitted Mando against monstrous creatures: a krayt dragon, ice spiders, and a mamacore. The Child also has a run in with two different sea creatures, although he eventually eats them. While I doubt we’ll see monsters in each and every episode this season, I look forward to what else Andrew L. Jones, Doug Chiang and the design team at Lucasfilm dream up.

There Is Another Way

The unknown allies that save Mando and The Child on the boat turn out to be three Mandalorians. Mando is relieved and excited that he has found those he was searching for, until these Mandalorians remove their helmets. Mando is stunned and convinced he has found more imposters.

Three Mandalorians talk to Mando, with their helmets removed

These Mandalorians are no imposters. In fact, their leader is none other than Katee Sackhoff’s Bo-Katan Kryze. For those who did not watch the animated The Clones Wars and Rebels series, Bo-Katan’s sister, Satine, ruled as the Duchess of Mandalore. After being exiled, fighting in multiple Mandalorian civil wars, and resisting the Empire, she eventually accepted the title of Mand’alor—the leader of all Mandalorians. With this role, she received the Darksaber as a sign of her leadership. This is the black-bladed weapon Moff Gideon had at the end of Season 1.

Bo-Katan, along with Mercedes Varnado’s (a.k.a., Sasha Banks) Koska Reeves and Simon Kassianides’ Axe Woves, explain to Mando that most Mandalorians do remove their helmets. Only a group of religious zealots, known as The Children of The Watch, cannot remove their helmet. This group is seeking to reestablish the ancient way of doing things within Mandalorian society, although this group doesn’t give specific details. Mando has never heard any of this before. He says there is only one way, but clearly this is not true.

This reveal answers what I saw as one of the bigger mysteries of the series so far. In the animated series, many Mandalorians were shown. These Mandalorians clearly followed a different set of traditions, including routinely removing their helmets in front of others. This also may explain why Mando only seemed to know of other Mandalorians as rumor, not fact. The net result is that Mando may now be in a state of split loyalty—will he strictly follow the teaching of his splinter group or will he slowly integrate into the larger Mandalorian culture?

The Empire Lives

Bo-Katan promises Mando that she will tell him where he can find a Jedi, if he helps them steal a cache of weapons from an Imperial Gozanti Freighter. She is determined to obtain enough fire power to fight back against the Imperial Remnant and reclaim Mandalore. Mando believes that their home world is cursed and that the Empire ensured no one can ever live there again. Bo-Katan tells him not to believe everything he has ever heard. Apparently, the death of Mandalore has been greatly exaggerated.

An Imperial captain talks to Moff Gideon in hologram form, while two pilots watch

When the Mandalorians attack the freighter, they quickly overpower the Imperial defenses. As Axe Woves promises of the troopers, “they couldn’t hit the side of a bantha.” The captain of the freighter, played by Titus Welliver, calls for reinforcements. Giancarlo Esposito’s Moff Gideon answers the call, making his first appearance of the season. The Moff tells the captain that it is too late for reinforcements, and says “You know what to do.” After shooting the ship’s pilots, the captain puts the ship into a nose dive, headed for the ocean. He won’t let the weapons fall into their enemies’ hands.

This scene gives us, perhaps, a better idea of what the Imperial Remnant is. The Remnant has adopted the phrase “Long live the Empire.” They seem intent on returning the Empire to its glory days. Does this show they really are trying to use The Child to either bring back the Emperor or create a suitable, force-powerful replacement?

Target Identified

The Mandalorians break into the cockpit to save the ship and its cache of weapons. Mando takes control of the ship and manages to level it out moments before crashing into the ocean. I viewed this as a moment of redemption for him, following his failed landing at the beginning of the episode. He saves the ship and the weapon cache, helping out Bo-Katan and her cause. She invites Mando to join them. While he can’t until his quest is done, he leaves the door open to a reunion in the future.

The Mandalorian and Bo-Katan, both helmeted, talk about an Imperial freighter

Fulfilling her promise, Bo-Katan tells Mando where he can find a Jedi. She tells him to travel “to the city of Calodan on the forest planet of Corvus.” There, she says he will indeed find a Jedi—one that many of us already know. Bo-Katan says that is where Mando will find Ahsoka Tano. The rumors were true; Ahsoka is joining live action.

Technical Beauty of The Mandalorian S2E3

The technical achievements of The Mandalorian are something I have not yet discussed in these articles. Whether it was the visual effects, cinematography, stunt coordination, sound, costumes, production design, the virtual sets (“The Volume”), or the musical composition, Season 1 excelled at it. In fact, the show won seven Emmys for its technical achievements.

Three Mandalorians fly from the Quarren ship as it blows up, with a sunset in the distance

The technical achievements of The Mandalorian S2E3 really stood out to me. The scene of the three Mandalorians rising up from the deck of the Quarren’s ship, silhouetted against the sun, moments before it blows up was stunning. The visual effects, whether creatures, the backgrounds, or the ships, were amazing. The aliens continue to be largely believable. The performance of the The Child is increasingly nuanced. Ludwig Goransson’s score was varied, subtle and emotional. This show continues to set the bar in the technical categories.

Mandalorian Lore

Through the first 10 episodes, we have learned a lot about Mandalorian lore. As we watch The Mandalorian Season 2, I expect we will continue to learn more about what it means to be a member of this creed.

Bo-Katan and Koska, both helmeted, prepare to fight

In The Mandalorian S2E3, we learned that what Mando knows of Mandalorian creed is specific to the splinter group The Children of The Watch. Likely, it largely overlaps with what “mainstream” Mandalorians believe. The ability to remove one’s helmet is a clear example of a difference. I look forward to the show exploring these differences further.

One item we did learn this week is that by creed Mandalorians must help each other, when asked.

Thoughts and Theories

  • As in The Mandalorian S2E1, The Child has shown he is smart enough to know when to seal himself in the pram. Just as the mamacore swallows him, you can see The Child push the button that closes the lid. He has definitely shown more intelligence and understanding this season than we might expect from a human child of his equivalent age.
  • Man, the frogs develop quickly.
  • Who is the ultimate power in the Imperial Remnant? Is it Moff Gideon, or does he have superiors? In A New Hope, Tarkin was a Grand Moff and would have outranked Gideon. Depending on the size of the Remnant, it could go either way. If someone does outrank him, is it someone we know, such as Grand Admiral Thrawn? While he disappeared at the end of Rebels, there have been rumors Lucasfilm may be looking to bring him back somewhere in live action.
  • Before killing himself with the Imperial equivalent of the cyanide tooth, the captain confirms for Bo-Katan that Moff Gideon has the Darksaber. She wants it back, so she can once again rule Mandalore. I definitely believe we will see Bo-Katan and her Mandalorians confront the Moff sometime this season. I cannot wait for that battle.

The Imperial captain bites an electric suicide pill, while Bo-Katan holds a knife to his throat

  • The Child is always hungry and will eat just about anything he can get his little hands on. I certainly didn’t expect him to eat the sea star creature at the end.
  • Will Mando have the time and money to actually repair the Razor Crest this season? Will it maintain its new nautical theme? I guess, as long as it doesn’t lose too many pieces along the way, it will all work out.
  • I can’t wait to meet Ahsoka Tano in live action. Even though she isn’t actually a Jedi (she left the Order, as she thought it lost its way), she is one of the best we have seen. Like Qui-Gon Jinn, Ahsoka is one of the few Jedi who seemed to actually follow the will of the Force.
  • When Mando finds Ahsoka, will she be willing to take The Child? If she is, will Mando actually be willing to give him up?
  • Bo-Katan joins other characters that began in animation, such as Boba Fett and Saw Gerrera.
  • Bryce Dallas Howard directed The Mandalorian S2E3 “Chapter 11: The Heiress.” This follows her directing “Chapter 4: Sanctuary” last season.

Easter Eggs and References

  • We got some familiar sounds in The Mandalorian S2E3. When the Razor Crest approaches Trask, we hear the same warning signal we hear when the Millenium Falcon approaches Alderaan in A New Hope. When the Mandalorians break into the freighter, we hear the traditional Imperial klaxon.
  • The Mon Calamari (like the dock worker) have been a Star Wars staple since Admiral Ackbar’s first appearance in Return of the Jedi.
  • The Quarren first appeared in the Jabba the Hutt sequence of Return of the Jedi, although many, including Kenner, referred to them simply as Squid Head back then. A Quarren also appeared in “Chapter 1: The Mandalorian.”

A Quarren alien, The Child (Baby Yoda), and The Mandalorian stand on the deck of a ship

  • The AT-AT walkers from the Battle of Hoth in The Empire Strikes Back seemingly inspired the design of the four-legged cranes seen at the dock.

Memorable Lines from The Mandalorian S2E3

  • “Dank farrik!” We got another made up Star Wars curse, following “echuta.” At least, as it was presented as a curse in The Empire Strikes Back.
  • “I’ll fuel it up. If it still holds fuel.”
  • “Don’t play with your food.”
  • “He didn’t kill your brother. I did.”
  • “I want you to be respectful and mind your manners. You know what I’m talking about.”
  • “Close the door!” “Which one?” “All of them. All of them!” This is reminiscent of the C-3PO telling R2-D2 to “shut them all down.”
  • “Where?”
  • “You’re changing the terms of the deal.” “This is the Way.” I half expected Bo-Katan to respond with, “Pray I don’t alter it further.”
  • “No, I have enough pets.”
  • “I gave you a thousand credits. This is the best you could do?”
  • “Mon Calamari. Unbelievable.”

Mando, The Child and a Mon Calamari dock worker look at the Razor Crest

A Bounty Captured

The Mandalorian S2E3 “Chapter 11: The Heiress” was an amazing episode. It was filled with action, lore and humor. It really moved the storylines along. There were standout moments for both the soundtrack and visuals. I really commend Bryce Dallas Howard (director) and Jon Favreau (writing) for a truly outstanding episode. Now we have to wait another week to see what Dave Filoni cooked up for Chapter 12. He both wrote and directed this upcoming episode.

Thanks for reading and taking this journey with me. If you have comments, theories or other easter eggs I didn’t mention, please leave a comment below. I’d love to hear your thoughts.

This is the Way.

Written by Todd Giammo

Todd Giammo is a long-time Star Wars fan who happens to also love watching or talking just about anything science fiction, fantasy or animation. Some of his other favorites are Lord of the Rings, DC Comics, Babylon 5, Futurama, The Cosmere and Looney Toons. Sometimes, he cringes when he thinks about how much he has spent on Star Wars toys over the years. Outside of movies and TV, he likes disc golf, board games, performing improv and the forest.


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  1. I literally laughed out loud when the Razor seemed to have just barely stuck the landing, and then boom, into the drink. Hilarious..

  2. Note: In the conclusion of this article, I mentioned that Dave Filoni wrote and directed the following episode. It turns out I got that wrong. S2E4 was written by Jon Favreau and directed by Carl Weathers. It appears the Dave Filoni episode is S2E5 (unless I got it wrong again). I apologize for any confusion.

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