The HoloFiles

REVIEW: Star Wars: The Acolyte – Episode 3

By George & Josh Bate

The acolyte episode 3 review
(Center): Mother Aniseya (Jodie Turner-Smith) in Lucasfilm’s THE ACOLYTE, exclusively on Disney+. ©2024 Lucasfilm Ltd. & TM. All Rights Reserved.

WARNING: The following review contains spoilers for Star Wars: The Acolyte – Episode 3

The mystery at the heart of The Acolyte further unfolds in an episode full of revelations that depicts the origins of Mae and Osha. The two-episode premiere started the new Star Wars series on strong footing, embracing its genre as a murder mystery and exploring an era previously not seen in live-action. Episode 3 builds upon the strong foundation of these first episodes with a story that, despite halting forward momentum of the show’s narrative, excels in the ways in which it develops its lead characters and expands upon core themes of the prequel trilogy.

The entirety of the third episode is dedicated to fleshing out the origins of the twins at the heart of this story. While this episode provides great context for the show’s mystery plot and offers insight into the backgrounds of Mae and Osha, dedicating an entire episode to a flashback means the exhilarating narrative of the first episodes comes to a temporary halt. Thankfully, the episode’s strong writing and insights into the lead characters mean this halt does not derail the early episodes of this series. Sprinkling this information in scattered flashbacks across the show would have prevented the series from achieving forward momentum, although such an approach would make it more difficult to achieve the sort of emotional investment this third episode manages.

The episode takes place on Brendok, the home planet of Mae, Osha, and the coven of witches that raised them. Young Mae and Osha are played by Lauren and Leah Brady, who are spectacular in portraying the intimacy and tension of the sisters’ relationship. So far, Mae and Osha have been on opposite sides of this mystery, with Mae going after four Jedi who wronged her and Osha teaming up with Jedi to stop her sister. This episode, conversely, affords our first look at the sisters’ interactions with one another. Lauren and Leah Brady amazingly bring this sisterhood to life and deliver performances that perfectly map onto those of the older Mae and Osha played by Amandla Stenberg. 

The acolyte episode 3 review
(Clockwise from right): Jedi Master Kelnacca (Joonas Suotamo), Master Torbin (Dean-Charles Chapman), Jedi Master Indara (Carrie-Anne Moss), Mother Aniseya (Jodie Turner-Smith) and Koril (Margarita Levieva) in Lucasfilm’s THE ACOLYTE, exclusively on Disney+. ©2024 Lucasfilm Ltd. & TM. All Rights Reserved.

From the very beginning, there is tension between Mae and Osha. Osha retreats into privacy in the forests of Brendok, looking upon a bunta tree, and reacts angrily when her sister finds her. Twins have obviously featured in Star Wars for decades, but have never been explored in the manner The Acolyte does here. As she grows older, Osha feels the drive to be an individual, to forge her own life and to not be perpetually recognized as a duo with her sister. Mae, meanwhile, finds comfort in the sisterhood she shares with Osha, although her attempts to remain close agitate Osha. 

After being found by the Zabrak witch Mother Koril, Mae and Osha are brought back to Mother Aniseya (played by Jodie Turner-Smith). Mothers Aniseya and Koril are concerned for Osha and Mae as they want to prevent Jedi visiting the planet from finding their children. Meanwhile, Mae and Osha are preparing for their Ascension ceremony, which Mae points out is how they will become witches. All of these moments in the episode detail a brand new culture and people of the Star Wars galaxy. Star Wars stories often fascinate in showing how different cultures and groups operate, including their customs, ceremonies, and ways of communication. Here, The Acolyte shines an interesting light on a new group. Witches featured prominently in The Clone Wars, with the role of Asajj Ventress and the Nightsisters in the series, but the witches in The Acolyte are different. They feel more communal and seemingly do not tap into the dark side in the way the Nightsisters did, or at least not as powerfully.

The differing paths of Mae and Osha become more evident once they return to their coven. Not only does Osha feel the desire for independence, she is also drawn to the path of the Jedi. It is an interesting turn for the writers to afford such autonomy to a young character like Osha. Despite her age, she has her wishes and goals, both of which conflict with that of her people.

The acolyte episode 3 review
(L-R): Mother Aniseya (Jodie Turner-Smith) and Koril (Margarita Levieva) in Lucasfilm’s THE ACOLYTE, exclusively on Disney+. ©2024 Lucasfilm Ltd. & TM. All Rights Reserved.

After a scene in which Mother Aniseya explains the Force as a thread, using language similar to that of Ben Kenobi in A New Hope and Qui-Gon Jinn in The Phantom Menace, tensions rise when four Jedi appear during Mae and Osha’s Ascension ceremony. These are the four Jedi – Indara, Torbin, Kelnacca, and Sol – who Mae is seeking revenge against. The Jedi interrupt the coming-of-age ceremony amidst concerns that the coven are training children to use the Force.

The role of the Jedi, as emphasized by their actions in this moment of the episode, are fascinating to say the least. The Jedi act as if they have some divine right to the Force, a monopolized control. Why is it okay for Jedi to train children to use the Force, but not others? And why do the Jedi think it is okay to interrupt another culture’s ritual and try to take their children away from them? Sol defiantly says to the witches, “The Jedi do not take children!” But this is exactly what they are doing, and have done for centuries. With these moments, The Acolyte tackles the morally ambiguous space that the Jedi operate in. Rather than portraying the Jedi as all-good monks, they are more complex with flaws and hypocrisies. The prequel trilogy brilliantly tapped into this idea of the Jedi’s flaws, but The Acolyte seems to be doing so in an even deeper, more direct manner. 

Although we have just been introduced to the coven and have decades of stories about Jedi beforehand, it is difficult to not view the Jedi as the bad guys here. Sol tells Osha, “I think you would make a very good Jedi,” intentionally pulling her away from her people. While Sol does not mean any harm and is following the mandates of the Jedi Order, his and his colleagues’ willingness to impose upon other people and make a claim on their children is disturbing.

The acolyte episode 3 review
Mother Aniseya (Jodie Turner-Smith) in Lucasfilm’s THE ACOLYTE, exclusively on Disney+. ©2024 Lucasfilm Ltd. & TM. All Rights Reserved.

Reluctantly, Mother Aniseya agrees to the Jedi testing Mae and Osha to see if they would make suitable Jedi. Aniseya directs her children, “Whatever is in your heart, say the opposite.” She knows that Mae and Osha are Force-sensitive and wants to do everything she can to stop her children from being taken away. This is made all the more difficult by Osha’s pull to the Jedi and desire for autonomy. In the episode’s most powerful line, Aniseya says, “This is about power and who is allowed to use it.” The power she refers to could be seen as the Force, with the Jedi believing they, and not others, are allowed to use it. 

Uncertainty circulates as Mae and Osha are assessed by the Jedi. The two assessments – discerning pictures on a screen using the Force and a blood test of Midichlorians – are exactly the way that Qui-Gon assessed Anakin in The Phantom Menace.

Osha tries to deceive the Jedi and convince them that she is not strong with the Force, but her deception is not strong enough to sway Sol. After making a mistake, Osha gives up pretending and succumbs to the realization that she wants to leave the coven and join the Jedi Order. 

What follows is a heartbreaking scene in which Osha and Aniseya emotionally discuss this decision. Turner-Smith delivers a beautiful, emotive performance as a mother losing her child. Turner-Smith portrays a deep sadness, but also a reluctant acceptance that her daughter has made up her mind and there is nothing she can do. “I want to be a Jedi, Mama,” Osha quietly says to Aniseya. Aniseya can’t help but crack a smile, proud of her daughter for her resoluteness and also deeply saddened by the prospect of losing her. The parallels between Osha in The Acolyte and Anakin in The Phantom Menace are striking. Both are Force-sensitive children, who are enticed to join the Jedi Order. Differently, however, is the tone surrounding their joining of the Order. Shmi Skywalker is welcoming of the idea, especially as Anakin joining the Jedi would mean he is liberated from slavery. But Aniseya is not as welcoming. Her daughter is being drawn away from her and she feels powerless to stop it. This thread in the episode excellently depicts the moral questionability of the Jedi and the kind of heartbreakingly difficult situations the Jedi must have put families through over centuries.

The acolyte episode 3 review
Jedi Master Kelnacca (Joonas Suotamo) sitting next to Jedi speeder bike in a scene from Lucasfilm’s THE ACOLYTE, exclusively on Disney+. ©2024 Lucasfilm Ltd. & TM. All Rights Reserved.

While Aniseya reluctantly accepts the reality of the situation, Mae does not. Terrified of losing her sister and angry that she would want to leave her people, Mae confronts Osha. In a moment of desperation, Mae locks Osha in and can be seen starting a fire. Before we know it, the coven is destroyed and all of the witches are dead. There is certainly more to this moment that this episode initially depicts. After Mae starts the fire, the episode jumps forward and does not depict the deaths of the witches on-screen. Given Master Torbin’s guilt in episode 2 and the strength of Mae’s pursuit of vengeance, it feels inevitable that more details about the destruction of the coven will be revealed. Although Mae evidently started a fire, we doubt she was unilaterally responsible for everyone’s deaths. Did the Jedi do something that we didn’t see in this episode? Are they or Mae responsible for the fire? In a recent roundtable interview we had the opportunity to participate in, series creator Leslye Headland noted that the iconic Akira Kurosawa film Rashomon was an influence in developing The Acolyte. Rashomon is notable for its portrayal of the same event from various subjective and contradictory perspectives and led to what is known as the Rashomon effect in film and television. Given Headland’s identification of this influence, understanding the destruction of the coven from another perspective seems very likely.

The episode is bookended with a parallel to the very beginning. At the start of the episode, Osha was by herself looking at a bunta tree in the forest. Now, at the end of the episode, Mae is by herself looking at the same bunta tree. Although the episode comes to a somewhat abrupt ending, concluding on the image of a confused and isolated Mae closes this flashback’s episode on an emotional note. What was once a peaceful and beautiful people is now burned to ash, largely as a result of the Jedi arriving and imposing their ways on others.


The third episode of The Acolyte winds the clock back to depict the origins of twins Mae and Osha. Although dedicating an entire episode to a flashback halts forward narrative momentum, director Kogonada and writers Jasmyne Flournoy and Eileen Shim craft an emotional piece of Star Wars storytelling that provides great context for the backgrounds of Mae and Osha and depicts the moral questionability of the Jedi. The latter taps into themes explored in the prequel trilogy about how the Jedi are not as good as they may seem, which makes this episode standout in the context of broader Star Wars lore. Series creator Leslye Headland’s note that the show is influenced by Kurosawa’s Rashomon is evidenced for the first time as it is clear more will be revealed about the destruction of the coven in a later episode. After three episodes, The Acolyte continues to impress with a plot shrouded in mystery, a darker tone akin to Andor, and an embrace of a bold, new era for Star Wars stories.

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