Captain Rex And The Clones Who Refused “Order 66”

Order 66. The moment when the entire galaxy changed. The clones that had fought beside their Jedi commanders for years suddenly and without warning gunned them down when their inhibitor chips were activated. Not all clones followed through with the orders though. Captain Rex and several others had the chips removed early in the war and others just flat out refused to massacre their commanders who they had come to respect and admire. This week, I’m going to give a brief rundown of all the clones who refused to execute order 66 and join the new Galactic Empire. The most famous clone to defy order 66 is none other than Captain Rex himself.


CT-7567 or “Rex” as he became known to his troops and his Jedi generals, was an Advanced Recon Commando (ARC) Trooper who later became Captain of the 501st Legion during the Clone Wars. He served as Jedi General Anakin Skywalker’s right hand man and became good friends with him as well as his Padawan, Ahsoka Tano. Rex was known for his ferocity in battle as well as his unorthodox battle tactics, something he picked up from serving with Anakin. He cared deeply for the men under his command and would fight tooth and claw to protect them if he could. He was not above refusing orders he considered dishonourable or morally objectionable regardless of who issued them. Rex served in many battles throughout the Clone Wars but his true might as a Captain came during the Battle of Umbara. While Anakin, Ahsoka, and Obi-Wan were away on a secret mission, the 501st Legion was put under the command of Jedi General Pong Krell. While Krell was seen as a great commander having dozens of victories under his belt, he detested the clones. His tactics resulted in untold casualties as he continuously sent his troops against stronger and more fortified enemies. Rex refused to allow his men to be sent into the meat grinder like that and orchestrated a coup against the Jedi. Once the coup had begun, evidence came to light that Pong Krell was in fact a Dark Side supporter who was trying to undermine the Republic war effort and gain the recognition of Count Dooku. Krell killed several troopers in his attempted escape but was ultimate captured and arrested for treason, before being executed by the trooper “Dogma” for betraying the Republic.

Captain Rex

Rex’s belief in his orders and the Jedi was understandably a little shaken after that incident. When he was injured on the battle of Saleucami he met a Clone deserter named Cut Lawquane who had fled there after his transport had been shot down following the Battle of Geonosis. Cut helped to patch Rex up and defend him from a troop of Commando Droids that had crashed on Cut’s farm. Rex and Cut fought the droids off together saving Cut and his family. In return for his help and seeing the life and family Cut had, Rex disobeyed his training and orders and allowed Cut to remain with his family.

Rex also helped to train Saw Gerrera and sister Steela in guerrilla tactics so they could take back their home planet and expel the CIS from their system. There were two factors that caused Rex to leave the Republic. One, was when Ahsoka was framed and the Jedi tried to have her expelled without a trial. Not only did the Jedi try to expel her but the troopers sent after her actively tried to kill her instead of apprehend her.

The thing that really did him in, was the murder of his best friend “Fives”. Fives had uncovered the indoctrination of the troopers and the inhibitor chips they all had installed in their heads. When he tried to bring this knowledge to light, he was deemed crazy. He traveled to Coruscant to speak directly to the Chancellor about what he had found and what he believe the Kaminoans were hiding. When they were alone, Palpatine attacked him but Fives managed to flee. The Chancellor spun this as an assassination attempt and sent Commander Fox and his troops to hunt Fives down. Anakin and Rex were contacted through a mutual friend of Fives and Rex’s to meet him in the bowels of Coruscant, alone. He tried to explain what had happened but he wasn’t making any sense and Anakin accused him of trying to kill the Chancellor. Fox and his team arrived and threatened to shoot Fives if he didn’t surrender. Rex and Anakin were trapped behind a Ray Shield and were unable to help as Fives reached for one of Rex’s weapons that had fallen to the floor. Fox shot Fives in the heart, killing him. Rex held his friend as he died and listened as Fives said he was finally at peace. Rex along with several other Troopers believed Fives and conducted scans of themselves to discover the inhibitor chips, which they had removed. During the Siege of Mandalore when Order 66 was enacted, Rex and Ahsoka managed to escape the planet and go into hiding.


CC-5576-39 or “Gregor” as he would become known by his allies and subordinates, was a Clone Commando and commander of Foxtrot Group during the Clone Wars. Much of Gregor’s and Foxtrot Group’s deeds are classified, however we do know what happened following the Battle of Sarrish. As the Republic forces began to realize they couldn’t win the battle, an order was called for all Republic Forces to retreat off planet. Gregor and his troopers were pinned under heavy enemy fire with no way out. Not wanting to see his troops gunned down, Gregor drew the enemy fire which allowed for his troopers to evacuate to the ship and get off planet. Gregor was listed as MIA (Missing in Action) and his file was closed. Unknown to his friends and allies, Gregor survived the battle and crashed landed on the planet Abafar. Gregor suffered from amnesia and had begun working as a dishwasher at a diner for room and board. He was found by Colonel Meebur Gascon and his squad of droids who helped to restore Gregor’s memories. The Separatists (CIS or Confederacy of Independent Systems) had tracked colonel Gascon to Abafar and wanted to eliminate him because of his tactical planning skills. In order to save the colonel, Gregor donned his Commando armour and engaged the CIS forces. Gregor fought alone against overwhelming enemy force to give the colonel and his squad time to evacuate. It was believed that Gregor died on Abafar as he was last seen outgunned and surrounded by enemy forces, but he didn’t. Gregor managed to detonate some containers of Rhydonium which destroyed the droids and allowed for Gascon’s escape.


Gregor eventually made his way back to the Republic where he was promoted to the rank of Commander for his heroism in defending colonel Meebur Gascon. He served for the rest of the war but following the fiasco with Fives, underwent a scan himself and had his inhibitor chip removed. He spent much of the Galactic Civil War living in an old re-purposed AT-TE on Seelos with Rex and Wolffe. He helped the Rebellion and the crew of the Ghost in several missions before dying in a skirmish with some Death Troopers on Lothal. With his sacrifice the Rebels and Spectres were able to free Lothal from Imperial control and restore peace to the war ravaged system. This was the second close friend that Rex has had die in his arms.


CC-3636 or “Wolffe” as he became known, was a Clone Commander in the Grand Army of the Republic. He commanded the 104th Battalion or “Wolfpack” as it had become known. The Wolfpack was composed of the men and ships under the command of Jedi General Plo Koon. During his first mission with master Plo Koon, the Wolfpack’s flagship The Triumphant was destroyed along with all the troopers on board. Only Wolffe, Jedi master Plo Koon, Trooper “Sinker” and Trooper “Boost” survived to be rescued by Anakin Skywalker. Following his return to the Wolfpack, Commander Wolffe had his troopers don special armour to commemorate their fallen comrades. This armour became widely known by all in the Grand Army of the Republic as a status of camaraderie and honour for those fallen. Wolffe lost his right eye in a battle with Count Dooku’s apprentice Asajj Ventress during the Battle of Khorm. He had his eye replaced with a cybernetic implant and continued to serve as commander of the Wolfpack for several years participating in several key engagements and rescue missions throughout the Clone Wars. He was also the field commander during the mission that recovered the lightsaber of Jedi Master Sifo-Dias (the Jedi who ordered the creation of the Clone Army).

Commander Wolffe

Wolffe participated in the hunt for Ahsoka Tano when she was framed for an explosion at the Jedi temple. He tried to apprehend her but was unsuccessful in his initial attempt. He continued to track her to warehouse on Level 1315 of Coruscant next to a crate of nano-droids, the same type that had been used in the bombing. Wolffe was able to stun and apprehend Ahsoka, returning her to the Jedi temple where she was expelled from the Order.

Wolffe went on to serve for the remainder of the Clone Wars. It is unclear as to when, but some time before the execution of Order 66 he had his inhibitor chip removed. He disappeared for several years before meeting up with Rex and Gregor on Seelos.

When the rebels arrived on Seelos and found them, Wolffe incorrectly assumed they were there to kill them for revenge for Order 66, so he contacted the Empire. When they found out the truth, it was too late and an Imperial attack force had come to apprehend the Rebels and Jedi. Rex, Wolffe and Gregor fought off the Imperial force in their AT-TE with Rex joining the rebels after the battle. Wolffe joined his comrade Gregor and together along with Rex, the Ghost crew and the Rebels, participated in the liberation of Lothal from the Empire. Despite their victory, Wolffe lost his brother Gregor in the Battle to liberate the planet.


Not much is known about the work of Ion Team. They were a squad of Commandos who saw action throughout the Clone Wars on various systems, but their main story comes with Order 66.

During a mission on Murkhana after they had separated from their Jedi leaders, the leader of Ion team, Climber, got a radio message from Commander Salvo. The message said they were to “take out the Jedi and do it quickly”. Climber responded that this was a weird time to do a live fire training exercise, which Salvo told him it wasn’t an exercise it was the real thing. When Climber told his team they didn’t believe the orders were legitimate and refused to follow them. When Salvo and his men ambushed the Jedi, Climber and Ion team ambushed Salvo. They used electronic pulse grenades to stun and subdue Salvo and his troops. Ion team admitted that they had no problem following the orders they were given but they wanted to verify the authenticity of them before acting. When they discovered that the orders had come from Chancellor Palpatine himself, the Jedi had escaped using the process as a distraction to disappear. Palpatine was not impressed and dispatched Lord Vader himself to administer “discipline”. When he arrived on Murkhana Vader approached Ion Team and ignited his lightsaber.

Ion Team being attacked by Vader

Climber and Ion team backed away drawing their weapons and firing on Vader. Two members of Ion team were killed when Vader deflected their blaster bolts back at their helmets before cutting them in half with his saber. Climber and Trace, the last surviving members of Ion, escaped into a forest and hid from Vader and Salvo’s men. They were eventually found by Commander Appo and his troopers before being sent to Agon Nine for a life long prison sentence.

I know I for one sat in awe as the Emperor enacted Order 66 during my first theater viewing of Episode III. I knew that the Jedi had to disappear for the story to line up with the original trilogy but I wasn’t sure how they were going to do it. Watching all the Jedi get gunned down by the troops they trusted was shocking for young me sitting in that dark Silver City theater. But it does show just how committed to this plan Darth Sidious was and how he had done what no other Sith before him had, he had beat the Jedi.

There you have it, those are all of the confirmed clones that disobeyed Order 66. There are some others listed in non canon sources, mostly Commandos and Arc Troopers due their more individualistic and challenging personalities, but those are the official canon troopers to have said no to executing their Jedi leaders. See you next week!

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