Jodie Turner-Smith as Mother Aniseya standing in a doorway in The Acolyte Episode 3 | Agents of Fandom

‘The Acolyte’ Episode 3 Recap & Review: An Intense Osha and Mae Flashback

The latest Star Wars series use flashbacks better than previous shows.

Warning: Spoilers ahead for The Acolyte Episode 3.

The week-long wait is over and the follow-up to a thrilling two-episode premiere has finally arrived. The Acolyte Episode 3 is now streaming on Disney+ and turns back the clock in the story of Mae and Osha (Amandla Stenberg). The first two episodes are a brilliant introduction to a new chapter of Star Wars, and the third installment adds important context to the narrative. This episode is vital to understanding Mae and Osha as characters, so be sure you caught all the details with our Acolyte Episode 3 recap.

‘The Acolyte’ Episode 3 Finds a Young Mae and Osha on Brendok

Amandla Stenberg as Mae standing in her purple robes in The Acolyte | Agents of Fandom
Mae and Osha have had a complicated relationship, dating back to their early childhood. Image Credit: Lucasfilm/Disney+.

The Acolyte Episode 3 opens with a flashback on the planet Brendok, 16 years before the series’ current timeline. A young Mae (Leah Brady) finds her sister Osha (Lauren Brady) under a tree, and Osha says she doesn’t want to go through with the Ascension. Mae says they’ll do it together, that they need to go home, and they share a handshake and a touching moment. On their way home, Mother Koril approaches them in the woods and tells them it isn’t safe.

She leads them back to the city and the camera pans to Master Sol (Lee Jung-jae), who is watching them from afar. The two girls ask for spice cream, and Mother Koril says no, but their mother Aniseya (Jodie Turner-Smith) walks out and says they can have some. Mother Koril tells Aniseya about the girls leaving the fortress and also that there’s no sign of the Jedi that have been tracking them.

Aniseya says it’s safe but Koril reminds her that it won’t be if they keep running away. She then gives Osha, Mae, and the others a lesson on the Force, saying it isn’t a power you wield but something that ties you to your destiny and binds you to others. Aniseya then tests her students with Force pushes, and they cannot hold her back. Mae and Osha start bickering, and their mother pushes them down and reminds them enemies don’t warn before they attack.

Mother Aniseya Tests Her Daughters

Jodie Turner-Smith as Aniseya surrounded by witches in The Acolyte Episode 3 | Agents of Fandom
Mother Aniseya loves her children dearly, but she knows she can’t protect them forever. Image Credit: Lucasfilm/Disney+.

The Acolyte Episode 3 continues when Aniseya Force pushes her daughter, and Mae holds her back while Osha hides behind Mae. Mother Koril says she’s disappointed in Osha, and Aniseya sends them back to their room and goes to talk to them. Osha again says she doesn’t want to go through with the Ascension and become witches, but Mae says of course she does. Their mother then makes them hold hands and embrace as sisters, reminding them the galaxy isn’t a welcoming place for women like them.

She says Mae and Osha are special, and she wants them to stay special. Mae and Osha then argue once more as they prepare for the Ascension, and Osha asks if Mae ever wonders what all is out there, but Mae says no because everything she needs is right here. They proceed with the Ascension and Aniseya gives a speech to the crowd. Once the ceremony begins both daughters agree, but Osha is more reluctant.

Mae goes through the ritual, and Osha’s ritual is interrupted by Jedi appearing at the witch’s coven. The interrupting Jedi are Master Sol, Master Indara (Carrie-Anne Moss), Kelnacca (Joonas Suotamo), and Torbin (Dean-Charles Chapman). Indara says they mean them no harm, but Aniseya doesn’t believe her. Koril tries to lie and says there are no children here, but Indara asks Mae and Osha to step forward.

Master Indara Cuts a Deal With the Witches in ‘The Acolyte’ Episode 3

close up of Carrie-Anne Moss staring to the side as Jedi Master Indara in The Acolyte | Agents of Fandom
Despite being seemingly outnumbered 10 to 1, the Jedi do not appear afraid when standing in front of the witches. Image Credit: Lucasfilm/Disney+.

The Jedi then introduce themselves to Osha and Mae, and things become hostile when Sol hands Osha his lightsaber and says he thinks she could make a good Jedi. One of the witches takes control of Torbin and says if they want their Jedi to return to his right mind, they should leave. Aniseya says the scouts will bring the girls to their camp at midday tomorrow to complete the test to see if they would be good Jedi.

The Acolyte Episode 3 continues when Koril says to kill the Jedi but Aniseya says they must let them complete the test. Koril says she should have a say because she carried the girls, but Aniseya reminds her that she created them. Another older witch says if they want the girls to stay, they should have them purposefully fail the test. Aniseya then tries to convince the girls to fail and reminds Osha that although she wants to be a Jedi now, that could change.

They go to the Jedi camp and Osha says she doesn’t want to lie, but Mae says she has to. Mae takes the test first and then Osha tries to fail but Sol notices she’s failing on purpose. Sol tells her the story of him becoming a Jedi and asks her what she wants. He says he too was once scared to leave and become a Jedi, but it put his mind at ease when he learned there were thousands of other children just like him.

Master Sol Steps Up When Osha Needs Him

A still of Lee Jung-jae as Jedi Master Sol in The Acolyte | Agents of Fandom
Even 16 years before the series’ events, Master Sol was still looking out for Osha. Image Credit: Lucasfilm/Disney+.

The Acolyte Episode 3 continues when Sol tells Osha she must have the courage to say what she wants, and she says she wants to be a Jedi. After the test, Osha tells her family she wants her own life and wants to be a Jedi and see the galaxy. Mae is angry and Aniseya tells her to take a walk with Mother Koril. Aniseya says Osha has to make a choice and that if she decides to become a Jedi, she’ll never see her again.

Aniseya tells her not to fear this decision, but Osha confirms she wants to be a Jedi and they embrace one final time. Osha packs her bag and Mae walks in and says she won’t let her leave. Mae tries to stop her by locking her in and setting the room ablaze, but Osha escapes through a small hatch in the wall. The base explodes in flame and Sol charges in to save the twins but only manages to save Osha, and Mae falls to her doom.

Osha wakes up on the ship and Sol comes to check on her, telling her she’s going to be okay, and they’re on their way to Coruscant. He tells her Mae started a fire that killed everyone. She wants to go back, but he says they can’t, however she can train as his Padawan. The camera then cuts to a young Mae, alive, standing under the tree from the beginning of the episode.

‘The Acolyte’ Episode 3 Adds Crucial Context to Mae and Osha’s Story

A still of Amandla Stenberg as Mae with shrubbery behind her in The Acolyte | Agents of Fandom
It’s unclear how Mae survived the fall into the flames, but it certainly took willpower and strength. Image Credit: Lucasfilm/Disney+.

There have been many questions surrounding Mae and Osha following the first two episodes of The Acolyte, and Episode 3 puts many of those to rest. Fans now know what happened that split the twins apart when they were young, and why Master Sol has such a deep connection to Osha. While not quite at Andor-level storytelling, The Acolyte is coming into its own, and has a chance to be one of the best Star Wars Disney+ shows.

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'The Acolyte' Episode 3 Review

'The Acolyte' Episode 3 Review
4 5 0 1
4.0 rating
Total Score

The Good

  • The entire flashback is crucial to further understanding Mae and Osha's story.
  • Lauren and Leah Brady are phenomenal as the younger versions of Mae and Osha.
  • Jodie Turner-Smith puts on a masterclass performance.
  • The visuals bringing Brendok to life are stunning.

The Bad

  • Spending the entire episode away from other beloved characters is a bummer.
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