The penultimate episode of The Mandalorian Season 2 does do its job and sets up the final confrontation between Mando and Moff Gideon. However, “Chapter 15: The Believer” is also a damn good anti-imperialist, anti-fascist heist story from writer/director Rick Famuyiwa. Famuyiwa is most well known for his 2015 indie dramedy Dope, but he also directed “Chapter 6: The Prisoner” from the previous season of The Mandalorian that was about a heist go wrong and introduced the ex-Imperial sharpshooter and general smartass/asshole Mayfeld (Bill Burr). This episode acts as a companion to that episode and continues/wraps up Mayfeld’s arc while also kind of being a heist gone right story. It definitely seems more like a Mandalorian Season 1 episode with more of a focus on what life is like after the fall of the Empire and during the rise of the New Republic instead of adding Jedi/animated series lore even though Boba Fett is one hell of a getaway driver.

Famuyiwa kicks off “The Believer” with some grim, handheld shots of prisoners doing the equivalent of turning big rocks into smaller rocks, which is making TIE fighter wrecks into smaller wrecks. Without a word of explanation, Cara Dune uses her powers as a Marshal of the New Republic to recruit Mayfeld to help find Moff Gideon’s ship where Grogu is being held because he still has Imperial credentials. Not much can be worse than Mayfeld’s current situation, but it gets worse when he sees he’ll be on this mission with Mando, who left him to be arrested by the New Republic in the previous season. The crew of Dune, Mando, Mayfeld, Boba Fett, and Fennec Shand go to the mining planet of Morak, which has an Imperial base and more importantly an Imperial terminal where Mayfeld can find the location of Gideon’s cruiser.

What follows is a typical heist setup with Mando and Mayfeld hijacking a mining vehicle carrying rhydonium, an explosive mineral used to make weapons of mass destruction while Cara Dune and Fennec provide sniper support and Boba Fett and Slave I stand by for extraction. Even though they hate each other, Mando ends up riding in the vehicle with Mayfeld because he’s the only crew member not wanted by the Imperial Security Bureau. (Or the template for Clone troopers in a wryly delivered line from Temuera Morrison.) What follows is a study in microaggressions as Burr (Honestly playing himself.) gives Mando crap for taking off his Beskar armor and replacing it with Shoretrooper armor, talking about how the New Republic and Empire are basically the same for most folks in the galaxy. Famuyiwa drives this point home by having a long, lingering shot of the indigenous inhabitants of Morak and reminding viewers that despite all the corporatization and IP strip mining, Star Wars is a really a story about imperialism and interventionism with five of the six George Lucas films coming out during the Cold War and War on Terror.

But Rick Famuyiwa also knows when to make Mayfeld shut the hell up as he does Speed with a Star Wars spin. If Mayfeld drives too fast (He’s definitely one of those guys who always goes 20 over on the highway.), the rhydonium goes boom. Plus there are pirates with thermal detonators, and Mando’s Imperial-made blaster runs out of bolts pretty quickly so he has to use his spear fighting and close combat skills to ward them off. Thankfully (?), some Imperial TIE fighters and stormtroopers finish off the remaining pirates, and Mando and Mayfeld are greeted with cheers by the garrison. All they have to do is go to the terminal in the officer Easy, peasy, pumpkin pie.

But, of course, it’s not that easy as Mayfeld recognizes his old commanding officer, Valin Hess (A frightening Richard Brake) in the mess hall. So, Mando ends up sacrificing his personal beliefs for the greater good of rescuing Grogu and removes his helmet so the terminal will work and get the information on Gideon’s ship. This is followed by a really gross interaction with Hess, who doesn’t recognize Mayfeld, and tries to make Mando say his Stormtrooper callsign. However, they end up getting drinks thanks to their transport being the only one to get through that day. There is more discomfort as Mayfeld basically grows a spine and confronts Hess for his actions that got 10,000 Imperial soldiers killed. Hess brushes this off and goes into a fascist diatribe about how people want “order”, not freedom.

This leads to Mayfeld shooting Hess in the head and a really intense fire fight as stealth goes out the window, and there’s a mad scramble to the roof and the extraction point. But this situation allows Fennec, Cara Dune, and especially Boba Fett to demonstrate what cool customers they are as they skillfully take out cannons, troopers, and even a couple TIE fighters in the end. Mayfeld also demonstrates his redemption as he goes from saluting Imperial officers and thinking that “Oh, the Empire wasn’t so bad.” to shooting the rhydonium stores so that the Empire can’t terrorize other planets. This shot leads Dune letting him go free on Morak while everyone else gets ready to confront Moff Gideon.

Helmet on or off, “The Believer” features some of Pedro Pascal‘s best acting of the season as he truly shows the discomfort he feels when he has to take off his Mandalorian armor and helmet. In most situations, he’s quick with a dry one-liner or a blaster, but he is almost speechless in the presence of Hess. Pascal plays against type and is almost anti-charismatic even though he is still quite pretty. He just wants to complete the task and get out of there and has no grasp of Imperial hierarchies and protocols. Thankfully, Mayfeld is there to do what he and Bill Burr do best: talk bullshit. There is a loose, almost improvised manner to the way that Burr delivers his lines about past campaigns and concocts a backstory for Mando being hard of hearing, and it shows that he might just be a little appreciative that Mando stuck his neck out for him to go to the terminal. They’re definitely not buddies, but at the end of the episode, Mayfeld has respect for Mando and his beliefs and practices and even turns his body away from Mando when he puts the Shoretrooper helmet back on.

The scene where the TIE fighters and legions of stormtroopers come in and mow down the pirates is one of the most thought provoking in recent Star Wars memory with Rick Famuyiwa adding to the derangement with a slow tracking shots of salutes, clapping, and back pats as Mando and Mayfeld successfully deliver their cargo of civilian casualty batter. This combined with the Imperial officers basically hanging out in the break room humanizes them and creates a kind of “banality of evil” effect that is quickly ripped to shreds when Hess reminds us that Imperials are truly monsters, who don’t care about things like civilian casualties, only power, order, and control like they have over Morak with their big base and TIE fighters and battalions.

Famuyiwa makes a good parallel between American imperialism and foreign policy and the Empire in “The Believer”. As Slave I descends into Morak, there’s a wide shot that shows it’s a nice little forest planet not unlike our previous indigenous resistance metaphor planet, Endor. However, Morak also has rhydonium (I.e. oil in the Middle East), which makes it valuable to the Empire’s efforts at re-establishing itself so it gets ruled with an iron fist. And it’s also the reason that those shipments keep getting hit. Rick Famuyiwa keeps the personalities of the pirates pretty ambiguous and doesn’t pass judgment on if they’re terrorists or freedom fighters.

This storytelling decision makes sense because ambiguity and grey areas seem to be the status quo of The Mandalorian where devout bounty hunters become father figures who are willing to compromise, mercenaries become cops that are okay with bending the rules occasionally, and Imperial snipers join whatever Morak’s version of #resistance is. It shows humans aren’t fixed in their ways, and that change is truly possible while shedding the Manichaean dualism of the Star Wars original trilogy. “The Believer” explores these dichotomies and contradictions in a suspenseful manner as Famuyiwa creates tension through both dialogue and action. Honestly, I was more stressed (and proud) when Mayfeld was confronting Hess for his actions as a commander during the Galactic Civil War than during the ensuing shoot out, which is basically a style plate for how competent and badass Mando’s crew/found family is, and why Moff Gideon is screwed next episode.

Even though there are no lightsabers, flashy namedroppers, and Boba Fett is just the getaway driver (Which is still pretty damn awesome), Rick Famuyiwa turns in the most thought-provoking and tense episode of The Mandalorian Season 2 yet with “The Believer”. He uses the canvas of the Star Wars universe to comment on fascism and imperialism. He gives Mayfeld a three-dimensional story arc and lands some huge moments for Mando’s journey thanks to a heart-rending and vulnerable performance from Pedro Pascal. Plus he pulls off one hell of a chase scene!

Overall Verdict: 9.2