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How many lives is the knowledge I possess worth to you? One? Ten? How about a hundred? The lives of these citizens mean nothing to me. Now because of you, these people will suffer.
~ Morgan Elsbeth threatening Ahsoka Tano.
Installation of the final hyperdrive has begun. Soon the Eye of Sion will be complete and we shall deliver Grand Admiral Thrawn from his exile in the far galaxy.
~ Morgan Elsbeth to her enforcers.
Thrawn: For the Empire.
Morgan: For Dathomir.
~ Morgan revealing her true allegiance.

Morgan Elsbeth is a minor antagonist in Season 2 of the 2019 Disney+ live-action series The Mandalorian and the main antagonist of Season 1 of its 2023 spin-off series Ahsoka.

She is a survivor of General Grievous’ massacre of the Nightsisters during the Clone Wars, which radicalized her into a tyrant who provided equipment for the Galactic Empire's naval forces, working directly under Grand Admiral Thrawn. After the fall of the Empire, she forcibly took over the planet Corvus, hoping to locate the exiled Thrawn and bring him back to reunite the Empire. This led her to become the archenemy of Ahsoka Tano, who sought to find and kill Thrawn before he started another war.

She was portrayed by Diana Lee Inosanto.

Biography[]

Background[]

Morgan was present on Dathomir when General Grievous massacred the Nightsisters during the Clone Wars, being one of a few survivors. The grief drove her to become bitter and ruthless, giving her a desire to make other civilizations suffer like hers had. Growing up in the Era of the Empire, she became an industrialist and was instrumental in providing natural resources equipment needed for the construction of the Imperial Navy which Morgan plundered from various worlds. During her time with the Empire, Thrawn became her master and Morgan became one of his most loyal fanatical followers.

After Thrawn disappeared following the liberation of Lothal, Elsbeth became aware of Thrawn's survival and the location of a map that would lead to him. In the years following the defeat of the Galactic Empire at Endor, she went into hiding and became the magistrate of the walled-city of Calodan. She was a cruel magistrate who would imprison and execute locals on a whim. She hired the ex-military mercenary Lang to be her Captain of the Guard.

The Mandalorian[]

Morgan Lang

Morgan Elsbeth serving as Magistrate of Corvus with Captain Lang.

Learning that Elsbeth knew of Grand Admiral Thrawn's location, the former Jedi Ahsoka Tano came to Calodan to obtain Thrawn's location. As Thrawn was bent on not being found, Elsbeth sent her troops to kill Ahsoka.

She defeated them and demanded to know where Thrawn was hiding. Elsbeth refused stating she will get nothing from her and began imprisoning and killing locals in retaliation. When the Mandalorian Din Djarin came searching for Ahsoka, Elsbeth tried to persuade him to kill Ahsoka in exchange for a beskar spear.

Now tell me...where is your master? Where is Grand Admiral Thrawn?
~ Ahsoka to Elsbeth.
Morgan Elsbeth guards

Morgan dispatched her enforcer and forces to deal with Ahsoka.

When Ahsoka and Djarin returned to the city to confront Elsbeth, she ordered her troopers to kill all the citizens before engaging Ahsoka in combat with the beskar spear, which Ahsoka was unable to fend off through with her lightsabers. After a dangerous duel, Ahsoka defeated the magistrate and forced her to give up the location of her master Thrawn, while the Mandalorian easily shot down Elsbeth’s mercenary Lang after a long Mexican standoff.

After Ahsoka defeated Elsbeth, she was removed from power and the previous magistrate (who had helped Djarin and Ahsoka overthrow her) was reinstated. Afterwards, Elsbeth was arrested for being an Imperial sympathizer, but her forces were at work to release her.

Ahsoka[]

Morgan Baylan Skoll

Elsbeth was taken into custody, but was later freed by Baylan Skoll.

Morgan was transferred to a New Republic transport on route to Coruscant to face trial for her war crimes. However, Morgan had hired mercenaries and fallen Jedi Baylan Skoll and his dark apprentice Shin Hati to free her and attacked the ship while killing all on board.

Skoll used the Force to open Morgan's prison cell and free her from her binds. She explained that Ahsoka had knowledge that would lead to Thrawn's location. Elsbeth then went to the planet Arcana with Skoll, Hati, and a former Inquisitor named Marrok where they saw the smoky ruins of a former stronghold recently destroyed because of Ahsoka's actions. Shin asked what the stronghold was originally, with Morgan saying it was constructed by her ancestors; revealing that she was a Nightsister of Dathomir.

Morgan Arcana

Morgan in the ruined Arcana temple.

Disturbed, Shin questioned if she was a witch, with her stating she was a survivor. After searching the ruins, Skoll and Marrok came back and said that Ahsoka must have the starmap. Morgan ordered Shin to go to Lothal to find Ahsoka's former apprentice Sabine Wren who sensed that she had the map. Hati was hesitant to follow her orders until Skoll told her to do as Elsbeth said. Morgan then began walking in the direction of the destroyed stronghold.

After Hati retrieved the starmap from Lothal, she and Baylan traveled to a sacred ruin site on the planet Seatos. Skoll placed the star map on a pedestal in the center of the site and instructed Hati to contact Morgan that they had the orb. Morgan arrived on the planet escorted by HK guards. Skoll remarked that the ruins were not built by the Jedi and questioned who built them.

Elsbeth explained that an ancient people from a distant galaxy built them and asked if the two would like to see it. She then walked to the central pedestal and manipulated the sphere containing the map without touching it by using Magick. A green flame elevated the sphere, and it projected an image of their galaxy as a holographic round dome emerged from the perimeter of the dais and surrounded the site.

Morgan Elsbeth map

Morgan saw a star map that showed the Pathway to Peridea.

The star map then projected a golden beam of light between a crescent shape carved into the top of one of the stone slabs. Pointing to another galaxy at the top of the sphere, Elsbeth said that was where Grand Admiral Thrawn was banished. Skoll noted the map led to the pathway to Peridea, which he thought was a Jedi fairy tale. Elsbeth confirmed that the stories contained some truths. She then heard a strange voice calling out to her from across time and space.

She then deactivated the map and commanded Skoll and Hati to ensure that everything was ready for the arrival of the Eye of Sion, a massive circular hyperspace transport ring, powerful enough to carry personnel on extragalactic journeys. She also jammed all communications in the Denab system. Her former shipyards on Corellia had stripped Super Star Destroyers of their hyperdrive cores for use in the Eye of Sion and she sent her mercenaries to retrieve them.

Morgan Elsbeth bridge

Morgan on the bridge of the Eye of Sion.

Aboard the command bridge of the Eye, Elsbeth spoke to her three mercenaries through hologram that the hyperdrives were being installed and they would be able to deliver Thrawn from his exile in the far galaxy. She questioned if Ahsoka had caused them trouble on Corellia.

Hati thought that they had made a clean escape and that Tano would not be able to track them here. Elsbeth then asked Skoll what he saw and the mercenary meditated in the Force and said that Ahsoka's presence in the Force was elusive but that she was coming. Morgan says nothing can prevent their journey from reaching Thrawn. Skoll lamented that he would have to kill one of the last remaining Jedi, before ending the hologram transmission.

Morgan Elsbeth orders

Morgan orders the turbolasers to fire on the Jedi.

Without knowing they had been tracked, Ahsoka, Sabine and their droid Huyang entered the Denab system in their Jedi shuttle. As they approached the planet Seatos, Shin and Marrok led a starfighter squadron against Tano and Wren, and attempted to destroy their shuttle at Morgan's command.

After dealing with several ships, the three were finally made aware of the Eye of Sion 's existence as they flew towards it. Hati contacted Morgan who was on the bridge and warned the Jedi were approaching fast. Elsbeth was disappointed with Hati for letting the intruders get so far but vows to deal with them. She tells Hati and her starfighters to steer clear and orders the pilot droids to prepare the turbolasers.

Morgan Baylan Seatos

Morgan and Baylan Skoll on Seatos.

Morgan successfully disabled the Jedi ship just as Huyang completed his scan, but failed to destroy it. She received a report that the shuttle was off the hyperspace ring's scope. Hati then mocked Elsbeth by sarcastically congratulating her for almost getting them. Morgan then went to the planet with Skoll and received conformation from the two mercenaries that they found Ahsoka and Sabine. Elsbeth then activated the map by touching it, with hyperspace coordinates beginning calculation, and boarded the Eye of Sion. As she left, Baylan muttered that this is "witchcraft."

Morgan Elsbeth cooridinates

Elsbeth activated the map, with hyperspace coordinates.

After landing on Seatos to locate the map’s reflux point, Ahsoka and Sabine were ambushed by Shin and Marrok. The former was pursued by Sabine, while the latter fought and was killed by Ahsoka. As Marrok died, he was revealed to be nothing more than an undead product of Morgan’s magicks.

Ahsoka then dueled Baylan at the reflux point as the coordinates to Peridea were transmitted to Morgan aboard the Eye of Sion. Baylan pushed Ahsoka off the cliff to her apparent death, forcing Sabine to surrender to the two Dark Jedi. Baylan offered Sabine the chance to come with them to Peridea so she could see Ezra Bridger again, which she reluctantly accepted.

Hera Syndulla and a squadron of X-Wings then arrived to intercept the Eye of Sion, but Morgan ordered her crew to simply ignore them and proceed with the jump. The jump created a massive shockwave that destroyed all of the Republic ships except the Ghost and one of the X-Wings. The Eye 's jump left a rip in subspace visible in the Denab system.

Morgan Baylan Shin

Morgan, Shin and Baylan travel on the Path to Peridea.

While the Eye traveled through the Path to Peridea, Morgan questioned Baylan if he intended to keep his promise to Sabine about seeing Ezra Bridger again. Skoll responded that she was impatient but could still be of use to them. Arriving in orbit above Peridea, Morgan explained to Baylan and Shin that it was the Dathomiri’s original homeworld, with Baylan adding that it was a purrgil graveyard.

As they make their way through the rings around the planet, they are surrounded by bones. Moments later, one of the droids informed Elsbeth that they were receiving a beacon from the surface of the planet, leading Elsbeth to suggest that they should not keep the witches waiting.

Morgan Great Mothers

Morgan meets the Great Mothers of Peridea.

Landing on the surface, Morgan and her party met the Great Mothers of Peridea, three Nightsister clan mothers atop their fortress. The Dathomiri witches praised Elsbeth calling her a child of Dathomir and that she did their ancestors credit. Morgan stated their visions had guided them across the stars to Peridea. She asked where Thrawn was and one of the witches responded he would arrive soon and she would wait. They sensed Sabine as a Jedi and immediately ordered her imprisoned. Morgan then saw the fortresses' catacombs before summoning Thrawn, who docked the Chimaera above their fortress.

Morgan Thrawn forces

Thrawn finally reunited with Elsbeth on Peridea.

Thrawn descended from the ship, flanked by Captain Enoch of his assembled Night Trooper legion. Thrawn congratulated Elsbeth, promising soon that his forces and the coven would all escape their exile thanks to her efforts. Morgan proclaimed that she would always be Thrawn's servant. Thrawn then introduced Enoch and stated that he would begin a cargo transfer onto the Chimera as part of his agreement with the Dathomiri coven. Elsbeth tells Thrawn that she has seen the catacombs and that it will take at least three rotations and Thrawn said this is an acceptable time frame.

Morgan mothers

Morgan sees Sabine Wren reunite with Thrawn.

When Klothow said Morgan had brought a prisoner with them, Thrawn questioned why the witches had not foreseen it, but Baylan interjected his belief that Wren could be of some use to them. She then introduced Baylan and Shin to Thrawn. Inside the Nightsister Fortress, Morgan stood watch as Thrawn met with Sabine Wren.

Thrawn ultimately honored Baylan’s agreement and freed Sabine of her restraints. As Wren rode away on a Howler, Skoll, Hati, Elsbeth, and Thrawn watched her departure from a balcony. Thrawn then revealed that the only reason he let Sabine go was so that she could lead him to Ezra so that Baylan and Shin could kill them both simultaneously.

Morgan Thrawn map

Morgan and Thrawn gaze at a star-map.

Back inside, Elsbeth and Thrawn looked at a holographic map of their galaxy. Enoch arrived shortly afterwards and notified Thrawn that mercenaries had went after Sabine. Thrawn ordered two squads to support the dark mercenaries at his signal. Elsbeth suggests sending more troops, but Thrawn refuses, citing his force's dwindling numbers in the past years. As Enoch leaves, Thrawn tells Elsbeth that it did not ultimately matter whether Wren and Bridger were left stranded on Peridea or died, and that the same was true for Skoll and Hati.

Morgan Thrawn converse

Morgan is shocked to learn that Ahsoka lives.

The Great Mothers later announce to Thrawn that a Jedi is coming to Peridea. Thrawn asks Elsbeth if the Jedi could be Tano, who was regarded as deceased after her duel with Skoll. Though Elsbeth regards this as impossible as Skoll assured her of Tano's death, Thrawn maintains that Elsbeth should not have underestimated a Jedi and that death was a common deception among both them and Nightsisters. Thrawn asserts that they should regard Skoll's judgement as flawed, as he was once a Jedi, and that they would consider Tano alive until they knew otherwise. Thrawn requests to know everything about Tano, including her history, homeworld and master.

Morgan command center

Morgan learns Ahsoka has arrived to Peridea.

In the Nightsister fortress, Thrawn was informed that a T-6 class Jedi shuttle was among the pod of arriving purrgils, confirming that Ahsoka was alive after all. Elsbeth then hands Thrawn a datapad with all the information the Inquisitorial database has on Tano. Thrawn then asks Enoch whether he was sure there is only one starship with Enoch answering there is only one and that their fighters have pursued it into the debris field. Thrawn tells Enoch to withdraw the starfighters and have them stand by.

Elsbeth questions why not allow the fighters to follow but Thrawn said there is no need to waste their resources. However, Elsbeth says they will lose them in the debris field without pursuit. Thrawn said she is right, and Jedi are very good at hiding, for they have been practicing for years. Thrawn then tells Elsbeth they are getting to know their adversary, and Tano will be unpredictable and dangerous if she resembles her Master. Thrawn said they will be one step ahead of Tano no matter which direction she takes.

Morgan Elsbeth spell

Morgan casts a spell to help the Great Mothers.

Later in the chamber, Elsbeth stood as the Great Mothers appeared and used their magicks to locate Tano by using a tracking spell while Morgan chants an incantation. Their combined magicks managed to find Ahsoka and Thrawn ordered Enoch to bombard the Jedi's shuttle. Elsbeth stood by Thrawn as he compliments Captain Enoch on a job well done. Baylan and Shin managed to find Ezra and Sabine's location and sent the information back to Enoch. The Captain informs Thrawn and Elsbeth about the Jedi's location. The Grand Admiral dispatches two gunships to assist the mercenaries. Unaware of Skoll's true intentions, Thrawn tells Elsbeth that if Lord Baylan proves capable, they may yet win the day.

Morgan Thrawn strategy

Morgan and Thrawn watch the battle through hologram.

Back at the fortress, Thrawn orders the two teams to use counter-encirclement tandem after Ahsoka joined the battle. Though Elsbeth is confident of victory, Thrawn notices that Skoll is missing from the battle. Watching the battle grid, Thrawn speaks favorably for the combat skills of his Jedi opponents. He orders that the gunships be recalled and terminates the aerial pursuit. Elsbeth is surprised but Thrawn explains that these are unfortunate but acceptable losses in the absence of Lord Baylan.

Morgan Thrawn battle-plans

Morgan and Thrawn plan to leave Peridea soon.

Thrawn thought that in the grand scheme of things, this fight with Tano was a success. Elsbeth disagrees, saying that she only sees their enemies reunited. Thrawn reveals that the skirmish was a distraction from his plan to transfer the cargo from the Nightsister catacombs aboard the Chimaera. Thrawn said that they will soon be able to leave the forsaken world once the cargo transfer is completed. He surmises to Morgan that Tano has lost time and that time is on their side now and that he will keep it that way.

Morgan mothers pledge

The Great Mothers empower Morgan with the Gift of Shadows.

The cargo transfer was eventually complete and Elsbeth reported it to Thrawn. The Grand Admiral ordered the captain to bring the Eye of Sion down from high orbit so that it could interlock with the Chimaera. In the interests of stalling the enemy, the Great Mothers decide to reward Morgan for her devotion to the cause, imbuing her with a wellspring of Nightsister magick. Morgan’s face was altered during the ceremony, with her eyes becoming all black and receives shadowy facial markings, which seem to signify increased abilities. The Mothers rewarded Morgan for her help and loyalty. By doing so, she honored her Dathomirian heritage in an immeasurable fashion. Elsbeth’s transformation makes her not only look more like other Nightsisters, but also infuses her with a similar kind of communal magick she couldn’t access beforehand.

Morgan Talzin blade

Morgan receives the Blade of Talzin.

For her actions, and likely her belief, the Great Mothers also gifted Morgan the Blade of Talzin after Morgan pledged herself to the Sisterhood and its old ways. The three Mothers then use their powers to forge a sword called the Blade of Talzin. They gift the sword to Elsbeth, who clutches it, causing the blade to burn green with flames. Later at the Chimera, Elsbeth and the Great Mothers bless several Night Troopers before the impending ground assault. The troopers had been made aware that they would serve Thrawn — and the Empire — even in death due to Nightsister magicks. Thrawn says that this is for the Galactic Empire and for the security of their galaxy.

Morgan Night Troopers

Morgan and the coven bless the Night Troopers.

As Ahsoka, Sabine and Ezra neared the Dathomiri fortress, a navigator droid informs Thrawn, Elsbeth, and Enoch that com-scan is tracking two targets coming from the north. Thrawn orders his forces to bombard the Jedi and Wren, saying that there will be no reasoning with Skywalker's apprentice. Morgan tells Thrawn the ship is ready to leave as the battle rages on. Thrawn, Morgan, the Great Mothers, and their forces begin boarding the Eye of Sion while the Jedi begin making their way to Thrawn.

Morgan proclaims

Thrawn tells Morgan to stay behind.

Upon determining that the Jedi would reach the ship before lift-off, Thrawn reluctantly asks Morgan to delay the Jedi while he and the Great Mothers make their escape. Elsbeth says she understands and bows silently. While Thrawn declared such an action would be in the name of the Empire, she whispered to herself it was for Dathomir. The Grand Admiral then took his leave followed by Enoch then the Great Mothers who bowed as they passed by her. Morgan then exits the Star Destroyer's hangar and returned inside the fortress.

Morgan confronts

Morgan and Ahsoka clash blades.

When the Jedi finally reached the top, they ran into Morgan inside a large chamber. The Great Mothers had made her like them and she now wielded the Sword of Talzin. She pulls out her sword igniting the Blade of Talzin with green flames. While her troops fought Wren and Bridger, Elsbeth personally fought Tano for her revenge. With the sword being a relic of the Nightsisters, she was able to quickly master the weapon.

Morgan duels

Morgan wields Talzin's blade against Ahsoka.

Ahsoka faced Morgan alone, instructing Sabine and Ezra to stop Thrawn. Wren protested, but Ahsoka remained firm. After Sabine and Bridger circumnavigate Elsbeth, she and Tano engage in a duel. Tano fights with both her lightsabers while Elsbeth fights with her magical sword who puts up a fierce fight. During their duel, Elsbeth advances on Tano. The undead Night Troopers then joined Elsbeth in her battle against the Jedi.

Morgan taunts

Morgan taunts Ahsoka during their duel.

Tano fights with Elsbeth at the peak of the fortress. She manages to damage one of her white lightsabers while the Night Troopers converge around them. Elsbeth gains the upper hand and taunts Tano that her friends are dead and that she will die on Peridea alone. Wren disagrees and attacks the Night Troopers with her lightsaber with Morgan yelling at her troops to kill her. This causes a reinvigorated Tano to resume the duel.

After parrying, Ahsoka is able to knock the breath out of Morgan and take the blade of Talzin from her grasp. Ahsoka then uses both of her own lightsaber and the blade of Talzin to slice open the Nightsister in the waist, killing her. Even though she died, Elsbeth's hopes to support Dathomir were fulfilled when Thrawn delivered the Great Mothers to Dathomir with their caskets in order to revive the Dathomiri people.

Gallery[]

Images[]

Videos[]

Trivia[]

  • For her reprisal of Morgan Elsbeth in Ahsoka, Diana Lee Inosanto found inspiration on Julius Caesar and Catherine the Great for Elsbeth's imposing stature and mannerisms.
  • Morgan is the first known human member of the Nightsisters in the Disney-Canon.
  • Morgan serves a similar role to Arihnda Pryce, being a high-ranking female Imperial serving Thrawn who is noticeably more sadistic than him and dies after being left behind by him. A major difference is that Morgan had the power of the Force while Arihnda did not.
  • Morgan Elsbeth's first name may be a reference to Morgan le Fay, King Arthur's sorceress sister from the Arthurian legend, who interestingly taught the wife of the Knight Marrok (who shares the same name witn one of Elsbeth's servants) how to transform her husband into a wolf.

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0-0-0 | Arvel Skeen | Azmorigan | Bala-Tik | Bedlam Raiders | Blackguards | Cad Bane's Crew | Cassie Cryar | Chi Cho | Chelli Lona Aphra | Ciddarin Scaleback | Closed | Cornelius Evazan | Daultay Dofine | Deren | DJ | Drengir | Fanry | Garindan Ezz Zavor | Gha Nachkt | Gardulla the Elder | Gorian Shard | Graxol Kelvyyn | Grecker | Guavian Death Gang | Haxion Brood | Head of the Pyke Syndicate | Helgait | Izuma | Kanjiklub | Kintan Striders | Krayt's Claw | Lady Proxima | Lolo Purs | Lord Nyax | Mandalore the Great | Max Rebo Band | Meritt Col | M-OC | Morley | Mokko | Mok Shaiz | Mok Shaiz's Majordomo | Mos Espa Crime Families | Mos Espa Street Gang | Mother Pran | OOM-9 | Open | Order of the Night Wind | Ponda Baba | Prince Xizor | Qi'ra | Rayvis | Razoo Qin-Fee | Roland Durand | Sarco Plank | Saw Gerrera | Sebulba | Tasu Leech | Thurible | Tobias Beckett | Unkar Plutt

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