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Published Jun 26, 2026, 8:00 PM EDT
El is a Junior TV Features Editor for ScreenRant, with previous experience as The Mary Sue's UK and Weekend Editor. She holds a Bachelor's in International Media and Entertainment Management, as well as an MA and Ph.D. in Creative Writing. There is little she loves more than discussing her favorite TV shows with fellow fans. One day, she hopes to publish an original fantasy novel.
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Emperor Palpatine may have claimed "unlimited power" and cheated death in Star Wars, but he was wise enough to fear some of his greatest opponents. As a politician, Senator-turned-Chancellor-turned-Emperor Palpatine was nearly untouchable. He built his Empire in the shadows of the Republic's government, manipulating the Senate, the Jedi, and the clones into doing his bidding. For years, decades, even, his public persona had little to fear. Andor and Star Wars Rebels proved that the Empire's propaganda machine was working overtime.
His Sith Lord alter ego was another matter entirely, however. As Yoda so wisely says in Star Wars: Episode I — The Phantom Menace, "fear is the path to the dark side." Sidious's healthy fear of certain Star Wars characters made him stronger, fueling his hatred and anger. Palpatine may be the most successful Sith Lord in the galaxy's history, but he wasn't infallible. During his campaign to destroy the Jedi, and even after the galaxy's protectors were nearly extinct, there was always someone waiting in the wings to challenge him — and in the end, one even succeeded (well, sort of).
The characters Palpatine feared weren't necessarily stronger than him. They rarely had the power to defeat him in a one-on-one duel. The reason he feared them was that they represented a threat to his plans for galactic domination, and any threat, no matter how small, had to be eliminated.
Grand Master Yoda
When it comes to both political influence and strength in the Force, one of the few characters who could stand up to Palpatine was Grand Master Yoda. Centuries old and leader of the Jedi Council, Yoda was one of the most powerful Jedi the galaxy had ever seen. Though Yoda was one of many Jedi initially blind to Palpatine's nefarious machinations, the little green alien did eventually confront Darth Sidious during their epic battle throughout the Senate building in Star Wars: Episode III — Revenge of the Sith.
One of the few times Palpatine seemed genuinely surprised is when, during their fast-paced, backflipping duel, Yoda catches Palpatine's Force-lightning strike and aims it right back at him. Before that, Sidious was having a blast, gleefully destroying the Senate Chamber while whipping the pods around like Frisbees. Once it became clear that Yoda would not be so easily subdued, Palpatine left. Perhaps he was bored. Perhaps he decided it simply wasn't worth the risk. With Palpatine, it's hard to tell.
Yoda's survival in Revenge of the Sith proved beyond a doubt that "size matters not." In the end, of course, Yoda became even more valuable by teaching Luke Skywalker the ways of the Force. Surely, at some point, Palpatine must have regretted not killing Yoda when he had the chance.
Qui-Gon Jinn
Qui-Gon Jinn was only briefly a threat to Palpatine's Sith plans, but he was a threat nonetheless. Since the premiere of George Lucas' Star Wars prequel trilogy, it's been debated whether Anakin Skywalker would have suffered such a tragic fate had he become Qui-Gon Jinn's Padawan learner rather than Obi-Wan Kenobi's. Qui-Gon was an outlier in the Jedi Order, a man who believed in and was driven by the will of the Force over the Jedi Order's restrictive and ultimately destructive rules.
There's a reason Sidious sent his terrifying apprentice to assassinate Qui-Gon. He knew he needed to push the lone Jedi away from Anakin, stoking the youngling's fear of abandonment while simultaneously removing the one Jedi who could have sensed Palpatine's underlying darkness long before the other members of the Jedi Council.
As long as Qui-Gon was alive, there was a chance that Palpatine's plans would fail. Obi-Wan did the best he could for Anakin. He just wasn't equipped to handle Anakin's emotional desires, providing the Sith Lord with the perfect ammunition to twist Anakin's need for love and affection into something much more harmful.
Mace Windu
Image via Disney+Before the events of Star Wars: Episode III — Revenge of the Sith, Mace Windu probably wasn't on Palpatine's radar. Yes, Mace was an incredibly powerful Jedi, but much like his peers, he was incapable of seeing through Palpatine's schemes and political smokescreen. To Mace's credit, he was one of the first Jedi to take action against the Sith Lord when the truth was revealed, and came closer to killing the Emperor than anyone until Vader's epic takedown in Return of the Jedi.
With his iconic purple lightsaber, Windu successfully disarmed Palpatine. When Palpatine struck with his Force-lightning, Mace parried it with his weapon, melting Palpatine's face and leaving him a crumpled mess on the floor. The only reason Palpatine survived was Anakin's intervention, who was desperate to save Palpatine and, in turn, his wife, Padmé Amidala. In true Palpatine fashion, he used the moment to his advantage, tipping Anakin over the edge and straight into the dark side. Mace's brutal death doesn't negate how he managed to overpower Palpatine, however. If only he'd realized the truth sooner, the galaxy might have looked very different.
Jocasta Nu
For fans who don't read the Star Wars comics, Jedi Master Jocasta Nu's inclusion on this list may seem like a bit of a wild card. After all, Jocasta was never considered one of the strongest Jedi, and her role in the Star Wars prequel trilogy was minor. Still, the Jedi Order's chief librarian was an arbiter of something perhaps even more powerful than the Force: knowledge.
As revealed in Darth Vader: Dark Lord of the Sith (2017) by Charles Soule and Giuseppe Camuncoli, Jocasta survived Palpatine's Jedi purge and worked tirelessly to build a new archive, a foundation for what would one day hopefully become a new Jedi academy. Jocasta wasn't just well-versed in Jedi history, however. She also knew the secrets of the Sith, and Palpatine couldn't let that stand. In the comics, Palpatine sends Darth Vader to capture Jocasta. In the end, when Jocasta reveals Vader's former identity to his lackeys, he kills her in outrage instead.
Jocasta wasn't the only Jedi building a new archive during the Empire's reign. In the canonical Star Wars Jedi: Survivor video game, Jedi Masters Cere Junda and Eno Cordova attempt to build a hidden treasure trove of knowledge on the planet Jedha. Like Jocasta, their efforts were thwarted by Vader, who destroyed Cere's base during an Imperial raid. As history has repeatedly proven, widespread knowledge is the enemy of all fascist regimes. As long as there were Jedi accumulating information, Palpatine wanted them eliminated.
Anakin Skywalker
Palpatine's relationship with Anakin Skywalker was complicated, to say the least. Given the Sith Rule of Two, Palpatine likely expected his apprentice to one day (try) to surpass him. Still, as the Star Wars sequel trilogy suggested, he may have had a backup plan. Should Vader have ever struck him down directly, Palpatine's spirit could theoretically have passed into him, the same way he tried to goad Rey in Star Wars: The Rise of Skywalker.
Even without this extra lore, there's an argument to be made that Sidious never actually feared Darth Vader at all. Why would he, when he'd successfully positioned his apprentice as nothing more than a terrifying assassin for an Empire much bigger than him? Palpatine believed he was the personification of the dark side itself. Vader was merely a puppet.
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Emperor Palpatine’s Entire Backstory, Timeline, & Manipulations Explained
Palpatine is the primary villain of Star Wars’ Skywalker Saga, meaning he has an expansive timeline full of plans, contingencies, and manipulations.
Anakin Skywalker is a different story, however. Palpatine may well have thought he'd successfully snuffed out his apprentice's connection to the light. His lack of emotional intelligence ultimately meant he couldn't predict what it would mean to Anakin to be reunited with his son, even with his gift of foresight. Palpatine's arrogance (and perhaps a little bit of genuine panic) was his undoing in Return of the Jedi; the person who "killed" him wasn't Vader, after all. It was Anakin, the one threat Palpatine arguably never saw coming.
Mother Talzin
If there's one thing Palpatine doesn't like, it's a power he doesn't understand. The Emperor thrives on careful planning, moving people like pawns in his own game. That's why Star Wars: The Clone Wars' Mother Talzin, the unpredictable and unknowable leader of the Dathomirian Nightsisters, was an obstacle that needed to be removed. Like the Sith, the Nightsisters also use the dark side of the Force. Their customs and magick involve raising the dead, possession, creating supernaturally charged weapons, and healing rituals that neither the Sith nor the Jedi could replicate.
Mother Talzin and her coven weren't easy to take down, either. In the 2014 comic series Star Wars: Darth Maul - Son of Dathomir by Jeremy Barlow and Juan Frigeri, it was revealed that it took the combined might of Count Dooku, General Grievous, and Darth Sidious to finally kill Talzin, as she used the final scraps of her strength to save Maul from ruin. Finally, Palpatine was free to continue his nefarious plans, changing the balance of power in the Star Wars galaxy forever.
Movie(s) Star Wars: Episode I - The Phantom Menace, Star Wars: Episode II - Attack of the Clones, Star Wars: Episode III - Revenge of the Sith, Star Wars: Episode IV - A New Hope, Star Wars: Episode V - The Empire Strikes Back, Star Wars: Episode VI - Return of the Jedi, Star Wars: Episode VII - The Force Awakens, Star Wars: Episode VIII - The Last Jedi, Star Wars: Episode IX- The Rise of Skywalker, Rogue One: A Star Wars Story, Solo: A Star Wars Story, Star Wars: The Clone Wars, Star Wars: Dawn of the Jedi, Star Wars: New Jedi Order
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