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Why ‘The Mandalorian’ Season 2 Succeeded (and How Season 3 Could Look)

The Disney+ show received near-universal praise for its second installment. Here are a few reasons why—and why next season could have difficulty repeating the magic.

Disney/Getty Images/Ringer illustration

In retrospect, the second season of The Mandalorian had a harder assignment than Mando’s mission of reuniting Grogu with the nearly nonexistent Jedi Order. Although the first season of the series was hotly anticipated and integral to the launch of Disney+, it was also the small-screen sidekick to the blockbuster conclusion of the Skywalker saga. By the time its second season started, The Mandalorian had the Star Wars stage to itself. But it also had a lot of old damage to undo and a dizzying amount of new narrative track to lay.

When Season 2 premiered in October, the franchise’s fan base was still splintered by debates, disappointment, and bitterness about the sequel trilogy, and the list of confirmed upcoming projects was sparse. A tad more than two months later, the good name of Star Wars is seemingly restored, and Disney has divulged details about 10 new Star Wars projects in the pipeline. Much of that reversal stems from the reputation-restoring and world-building work of Mandalorian executive producers Jon Favreau and Dave Filoni, who continued to tell an entertaining story and do justice to the emotional center of their series while incorporating several preexisting Star Wars characters and setting up a trio of spinoffs.

In addition to enlarging its audience relative to last season and ascending into the stratosphere of streaming popularity, The Mandalorian earned a blend of critical and public acclaim that few series have surpassed. According to information provided by Rating Graph, The Mandalorian’s second season is one of 27 seasons from 16 shows (minimum eight episodes per season) to receive at least 50,000 IMDb user ratings and an average user rating of at least 9.0. The season started strong and finished stronger: Not only does the Skywalker-assisted season finale boast a 100 percent positive rating from critics aggregated on Rotten Tomatoes, but it’s also seemed to meet with near-universal acclaim from the fans who went to flame war with each other over The Last Jedi and The Rise of Skywalker. Per Rating Graph, “The Rescue” is currently one of only 10 TV episodes in IMDb’s database with a minimum of 20,000 user ratings and an average rating of at least 9.9, along with four episodes of Game of Thrones, three episodes of Breaking Bad, the series finale of Chernobyl, and a Season 3 episode of Attack on Titan.

In other words, Favreau and Filoni delivered arguably one of the most critic- and crowd-pleasing seasons and finales ever, and they did it despite shouldering the potentially distracting demands that come with being the backbone of Disney’s streaming service and doubling as a factory for Star Wars spinoffs. As I opined elsewhere, The Mandalorian Season 2 is the best Star Wars made during my lifetime. By studying how Favreau and Filoni made their multitasking work, we can suss out some guidelines for future Star Wars series and assess whether The Mandalorian’s second-season success can carry over as it faces new creative obstacles in Season 3.

On Monday, Disney clarified that The Book of Boba Fett, which was revealed in a stinger last week, would be a new spinoff series starring Temuera Morrison and Ming-Na Wen and executive produced by Favreau, Filoni, and Mandalorian Chapter 14 director Robert Rodriguez. In an appearance on Good Morning America, Favreau confirmed that The Book of Boba Fett would be separate from Season 3 of The Mandalorian, which would be “back with the main character that we all have known and loved.” Favreau added that The Book of Boba Fett is already in production and that The Mandalorian Season 3, which is currently in pre-production, will follow “pretty soon” after The Book of Boba’s December 2021 release. That means we’re roughly a year away from further live-action adventures in The Mandalorian’s slice of the Star Wars timeline—last week, Lucasfilm president Kathleen Kennedy said “the next chapter will debut on Disney+ Christmas of 2021”—and that the break between the second and third seasons will be several months longer than the gap between the first and second.

Disney will drop fresh on-screen Star Wars content to tide fans over until then, including a behind-the-scenes special about Season 2 and the premieres of the animated series Visions and The Bad Batch. But before we turn the page, let’s look at five ways in which Season 2 steered clear of potential pitfalls and three reasons why Season 3 may have a tough time repeating that triumphant run.

It borrowed from classic Star Wars, but didn’t depend on it.

At this point, people have made up their minds about The Rise of Skywalker and the rest of the sequel films. We don’t have to trash the trilogy to celebrate what made The Mandalorian soar, but the contrast in the structures of their stories is instructive if we want to understand why one was so divisive and the other brought balance to the fan base. For better or worse—worse, in my mind, but your mileage may vary—the sequel trilogy was almost a beat-by-beat do-over of the original trilogy. Here’s how I summarized the plot of The Force Awakens—and, as it happens, also A New Hopelast year:

A droid bearing information vital to a rebellion led by Princess Leia lands on a backwater planet, where it crosses paths with a Force-sensitive orphan. This hero from humble origins rides the Millennium Falcon off the planet but becomes embroiled in a struggle for survival against an evil Empire—not just any evil Empire, but essentially the same Empire as the one from the original trilogy, complete with an enormous superweapon that blows up planets. Her mentor and father figure is killed by Darth Vader’s grandson, who’s joined the family business of being a helmet-wearing dark sider who serves a Sith-like supreme ruler. As the superweapon readies to fire on the Rebel base and Leia and her allies count down to their destruction, the hero taps into her powers and rides forth to rescue them. Daring rebel pilots make a trench run and destroy the superweapon, but Vader’s descendant escapes.

As George Lucas put it, “There’s nothing new.” According to J.J. Abrams, The Force Awakens was “a way of saying, ‘Let’s go back to a Star Wars that we know, so we can tell another story.’” But in spite of Rian Johnson’s efforts to chart a different course with his middle movie—one that wasn’t well received by some segments of the fan base—the story Abrams returned to in The Rise of Skywalker was largely the same as the original trilogy’s. Ultimately, the young Jedi (who adopts the surname “Skywalker”) discovers that she’s descended from an infamous villain, finds the good in a Darth Vader lookalike, and teams up with him to take down Darth Sidious, again. The quasi Rebel Alliance defeats the quasi Empire, leaving us to wonder what the climax of the original trilogy actually accomplished and why we should expect this second happy ending to hold.

Former Disney CEO Bob Iger acknowledged that the recycling of the sequels was a product of “the pressure we were under to give ardent fans a film that felt quintessentially Star Wars,” which prompted Disney to decide “to not stray too far from what people loved and expected.” As my colleague Alison Herman noted at the time, Iger’s comments framed novelty and fan service as mutually exclusive qualities that would appeal to two conflicting camps. But The Mandalorian’s creators recognized that they could trade in nostalgia while also offering fans something new.

The Mandalorian was always deeply indebted to the original trilogy: Its leading duo was instantly appealing in large part because of the affection fans felt for adult Yoda and the first taciturn bounty hunter known for wearing Mandalorian armor. But even as Season 2 touched on the rise of the First Order and Palpatine’s cloning project, it was still mostly the story of Din and Grogu, two foundlings trying to make their way in the world and gradually learning about themselves and each other. Din wasn’t really rooting for the New Republic or the Remnant—or, for that matter, the Mandalorians. He just wanted to keep his adopted son safe. Everything else was tangential to their bond, a unique relationship that set the season apart from past Star Wars adventures even as it called back to them often enough to satisfy fans who were hungry for tie-ins and Easter eggs.


Its legacy characters didn’t steal the spotlight.

Season 2 drew deeply on established Star Wars lore as it introduced a series of crossover characters: Cobb Vanth, Bo-Katan Kryze, Ahsoka Tano, Boba Fett, and finally Luke Skywalker. Those debuts were responsible for some of the season’s most memorable scenes, but despite the star power Timothy Olyphant, Katee Sackhoff, Rosario Dawson, and Mark Hamill brought to the series, there was never any question about who the protagonists were. Each of those characters contributed something to Mando’s mission and then went away again, allowing Din, Grogu, and Gideon to resume their starring roles. Ahsoka and Luke appeared in only one episode each; Bo-Katan was in two, and Fett was in three, excluding the final few seconds of Chapter 9.

While Ahsoka got the first and last looks in Chapter 13 and Luke parachuted into the finale’s climactic moments, Din and Grogu generated in the most emotional moments. And although the need to weave in transplants from the books, films, and animated series may have cut down on the number of new characters that Favreau and Filoni could introduce this season, The Mandalorian didn’t neglect the supporting characters that the series established in Season 1, including Cara Dune, Greef Karga, Fennec Shand, the Mythrol, and Migs Mayfeld.

Its crossovers were consistent with its story.

All of the events of Season 2 followed from the premise of a series set five years after Return of the Jedi that features a Mandalorian and a Force-sensitive former Padawan. It was plausible that Mando’s search for other Mandalorians might take him to Bo-Katan. It wasn’t weird that Bo-Katan would know Ahsoka’s whereabouts. It made sense that Ahsoka could commune with Grogu and point Din toward the seeing stone on Tython. And it was entirely logical that Luke would be the one to answer Grogu’s call.

At this point in the timeline, Luke is the galaxy’s most powerful Jedi, and he’s eager to rebuild the Order. Why wouldn’t he hear and respond to a signal from a Force-sensitive child who looks like his old master, especially if it means thwarting Moff Gideon’s plans in the process? Mando’s quest this season was to bring Grogu to the Jedi, and while the series preserved the surprise of which Jedi it would be—even inserting Ahsoka as a red herring—the whole season set up the Skywalker cameo, which clicked as soon as Luke’s X-wing appeared.

Fett is the most questionable crossover case, both because his presence required a resurrection from an implied death—albeit not a resurrection without precedent in the old expanded universe—and because he wasn’t truly essential to Din’s journey. Although he provided a ride when the Razor Crest exploded, his dedication to Din’s mission was sort of a stretch, and it’s not as if this season was hurting for mask-wearing warriors. Even though the groundwork for the Fett/Fennec combo was laid in Season 1, Fett came the closest to feeling shoehorned in just to set up a spinoff. In fact, when we saw his face for the first time, I held out hope that Morrison might be playing a different clone, because I was wary of Din being forced to share the spotlight with the character who inspired his own.

But even if Fett felt a little obtrusive or redundant at times, he wasn’t the hero or the Big Bad. He was one of several allies along for the ride, and as such, I largely enjoyed his ass-kicking and quipping—and the thrill of seeing Slave I—without feeling like Favreau and Filoni had put their desire to fulfill childhood action-figure fantasies ahead of the story they were trying to tell.

It portrayed old characters in new lights.

Season 2 didn’t draw exclusively on the most familiar source material for its expansion of the series’ scale, and it didn’t dredge up old characters just to put them through the same paces. Cobb, Bo-Katan, and Ahsoka were new to fans who had experienced Star Wars only through the movies, and even the diehards who had read about them or watched the animated series were excited to see them in live action for the first time.

Luke and Fett were well-trodden territory, but even in their cases, The Mandalorian broke new ground. In the original trilogy, Fett never took his helmet off (while the cameras were rolling), barely spoke, and proved to be a pushover in his only fight. He looked cool, but not until this season had the adult Boba backed up his rep or offered any insight into who he was. As for Luke, “The Rescue” gave us a glimpse of the master at the height of his powers, as formidable as Darth Vader but without the unrestrained rage. That brief look at post-original-trilogy but pre-sequel-trilogy Luke—which hammered home how intimidating Force powers can be—satisfied the fans who hated hermit Luke in The Last Jedi without undercutting Johnson’s version of the older, jaded Jedi.

It didn’t presume extensive Star Wars knowledge or overindulge in exposition.

Some fans who hadn’t seen The Clone Wars or Rebels felt a little left out as those who had nerded out about Bo-Katan and Ahsoka. But anyone who was watching without monitoring social media might not have known that those characters had established backstories at all. The Mandalorian didn’t presuppose that every viewer had seen all 11 seasons of Filoni’s series, or even skimmed the relevant Wookieepedia pages. Bo-Katan was a Mandalorian who wanted to unite scattered clans and return to her homeworld; Ahsoka was a Jedi-adjacent fighter who didn’t want to train Grogu. Their appearances meant much more to fans who were familiar with their pasts, but it wasn’t necessary to know anything else to understand the story.

On rare occasions, fans may have felt a bit bewildered by individual lines: Ahsoka’s question to Magistrate Elsbeth in Chapter 13—“Where is Grand Admiral Thrawn?”—couldn’t have meant much to anyone who hadn’t seen Rebels or read the books about Thrawn. But Favreau and Filoni wisely opted not to force-feed viewers loads of Star Wars mythology. Star Wars scripts have always alluded to unseen people, places, and events; it’s part of what makes the galaxy seem so alive. In this case, those stray references served as harmless plugs for the Disney+ back catalog while whetting appetites for the spin-offs.

All of the above helps explain why this season worked. But there are a few reasons to fear for the future of the series:

The creative team’s attention is divided.

It’s one thing to pull off the TV equivalent of pitching a perfect game while overseeing a single, eight-episode season. It’s another thing to do it while juggling four intertwined series. Favreau and Filoni are executive producing all of the shows that will overlap with The Mandalorian, and Favreau mentioned on Good Morning America that Filoni is writing Ahsoka. If Filoni is still overseeing all of Lucasfilm’s animation efforts, he must also have his hands full with high-level discussions about The Bad Batch, Visions, and A Droid Story.

That’s a lot of plot and production demands to put on two people’s plates. Small wonder, then, that The Book of Boba Fett is probably bumping The Mandalorian’s next season into 2022, when Andor and Obi-Wan Kenobi will also be ready to debut. Even if the strain of producing several live-action series simultaneously doesn’t diminish The Mandalorian’s budget, it may overtax the creators whose attention to detail has made The Mandalorian what it is.

The Mandalorian no longer has the small screen to itself.

Even if The Mandalorian remains the flagship series of Disney’s streaming service and the centerpiece of Star Wars, it seems almost inevitable that the spinoffs will absorb some of the elements that fueled its second season. The series excelled this year partly because it was so stacked with characters and plotlines. The crossovers could continue in Season 3, but the spinoffs can’t stand on their own unless The Mandalorian surrenders some of its primacy. As Ahsoka, Cara, and others disperse to their respective sections of the streaming service, The Mandalorian’s corner of the universe may grow a little less rich. The period of Star Wars that The Mandalorian depicts is already hemmed in a bit by the trilogies that flank it, and now the series will be splitting that narrative real estate with three other shows, renewing concerns about Star Wars saturation.

Last week, Kennedy teased that the interlinked series would “culminate in a climactic story event,” which could be connected to Ahsoka’s search for Thrawn (and Ezra Bridger). Taken together, the quartet could sketch out the sort of sweeping story that any single series would have trouble telling on its own. But that still might make The Mandalorian feel like one more bout on a busy fight card instead of the main event.

Clan Mudhorn may be broken up.

Favreau and Filoni killed off Kuiil and IG-11 in Season 1. In Season 2, they destroyed the Razor Crest, which likely caused a great disturbance in the memorabilia market, as if thousands of collectors who had recently forked over $350 for a detailed toy model of the ship suddenly cried out in terror. Although the ship’s destruction was over in an instant, the decision to disintegrate it was remarkable considering the Razor Crest seemed well on its way to enjoying the untouchable status granted to iconic craft like the Millennium Falcon (or, for that matter, Slave I, which is getting a new toy of its own). More remarkable yet, Mando’s path diverged from Grogu’s for the first full episode ever in Chapter 15. And the finale seemed to set up a season in which the little green guy will be scarce or removed from the picture entirely.

It’s admirable that The Mandalorian is committed to remaking itself, and that its importance to the franchise hasn’t slowed the series’ storytelling to sublight speed. Favreau and Filoni probably could have stretched the search for the Jedi and Gideon’s demise to a third season without making it seem as if they were padding the plot—for all the buildup to the battle with Gideon, his “fleet” consisted of a couple of skeleton-crewed cruisers—but there’s something to be said for wrapping up an arc when it makes the most emotional impact. Fun as it was when this series was part episodic procedural, maybe it was time for the two to stop traipsing around from planet to planet and embrace a higher purpose. But will fans feel as attached to a series about Mando and Grogu if Grogu is gone for a while?

Now that Din’s quest is complete, he’s in need of a new task, and “The Rescue” suggested one: reconquering Mandalore and providing a home for foundlings of all kinds. But the dispute over the Darksaber’s ownership—which seemed to set up a rivalry or uneasy alliance with Bo-Katan—seemed somewhat contrived. And it’s asking a lot for Mando (and, by extension, the audience) to get as invested as they were in Grogu in a goal Mando has hardly cared about at all to this point, as he reiterated through his words and actions in the finale.

Favreau and Filoni have earned fans’ faith, and there are reasons to think that The Mandalorian can survive and thrive as it transitions to its next act. Now that Mando is unmasked, Pedro Pascal can actually flex his facial muscles. Gideon is still alive and (according to Giancarlo Esposito) in line for more screen time. The Remnant’s cloning efforts are ongoing (possibly aided by Grogu’s blood). And perhaps the third season could devote time to Grogu’s training with Luke as well as Mando’s endeavors, which would help Disney avoid sidelining a breakout character.

Plus, Grogu isn’t destined to stay with Luke long term, unless Disney intends for its cutest character to be killed by Kylo Ren. (Not likely, though it would help sell Luke’s rejection of the Jedi path.) Din—who, in a typically suspect display of parenting, neglected to ask Luke who he was or where he was going—promised to see Grogu again. And if that promise isn’t fulfilled for a while, his words will double as a plea for patience from fans who loved the series the way it was.

Thanks to Zoltán Hajdú of Rating Graph for research assistance.