The Mandalorian season 2 episode 2 is a victory lap for Star Wars Rebels creator Dave Filoni

If you thought the giant sandworm from the first episode of The Mandalorian’s second season was scary, boy, did episode 2 have a few hundred unpleasant surprises in store for you.

In The Mandalorian season 2, episode 2, “The Passenger,” Mando and Baby Yoda continue their search for more Mandalorians. This week’s quest begins with what’s basically an Uber transaction and ends with our heroes facing down an army of ice spiders and quite possibly the scariest sequence in Star Wars history. The lore and Easter eggs might be light, but the show’s connections to the past are key to all working.

[Ed note: Spoilers for The Mandalorian season 2 episode 2]

This week’s episode starts exactly where we ended last week: with Mando and The Child screaming through the desert of Tatooine on a speeder with Boba Fett’s armor in tow. After a brief check in with a few bounty hunters looking for the child, which Mando dispatches with a combination of hand-to-hand combat and jetpack-based trickery — which it turns out is one of Mando’s signature moves this season.

Eventually, out one speeder and carrying everything with him on his back, Mando returns to Peli Motto (Amy Sedaris), who’s playing cards in the cantina with a giant ant. The giant talking alien ant is as good a time as any to mention that this episode is directed by Peyton Reed, acclaimed director of several rom-coms and more recently, both of Marvel’s Ant-Man movies. Apparently Reed now just brings giant bugs with him to whatever project he’s working on — but more on big bugs later.

Mando reminds Peli Motto that he’s still on the hunt for more Mandalorians to help him with The Child, so she and her ant friend set him up with an alien, credited as Frog Lady (voiced by Avatar: The Last Airbender animal voice alum Dee Bradley Baker). The Frog Lady says she’ll provide Mando with information on the location of his people if he agrees to transport her and her eggs — which she’s carrying in a giant liquid filled backpack, to her home planet of Trask.

The journey starts out with many of the same hijinks we’ve come to expect from the show’s previous nine episodes. Baby Yoda opens poor Frog Lady’s backpack and starts chowing down on the last of her family line — another horrifying moment in this episode — and is quickly interrupted by Mando, who’s way too much of an embarrassed parent to admit what happened.

Part way through their journey, the crew gets pulled over by some X-wing flying representatives of the New Republic for having out-of-date tech on their ship. Mando’s traffic stop goes a little sideways and the Razor Crest and X-wings give us easily the most impressive ship chase of the show so far. Mando flies in and out of the thick cloud-covering of a nearby planet. But by narrowly evading his New Republic pursuers, he ends up skidding the Razor Crest directly into a horror movie.

The crew finds themselves trapped in an ice cave, and after some ill-advised exploring find a room full of small pods directly out of Alien. Of course, Baby Yoda does what he does best and immediately tries to open a pod and eat what’s inside, which turns out to be a tiny ice spider. The provoked hatching then unleashes a horde of much larger ice spiders.

These spiders have several tall spindly legs, bulging black eyes, and mouths with circular rows of sharp teeth that jut out from their jaws. The spiders are far and away the scariest thing that’s appeared in The Mandalorian so far, and Reed shoots their attack with vicious style.

Image: Lucasfilm Ltd./Disney Plus

While The Mandalorian has always been very comfortable hopping from one genre to the next, it was surprising to see it jump so easily to horror without missing a beat. Part of what makes it so easy for the show to go from dusty western, to kid-friendly comedy, to sci-fi horror in just two episodes is just how strong of an inspiration it’s found in the Star Wars universe. And I don’t mean in the movies.

More than any of the films or expanded universe books, animator Dave Filoni’s TV series, Star Wars: The Clone Wars and Star Wars: Rebels, provide The Mandalorian with a spirit. (No surprise: Filoni is an executive producer and director on Jon Favreau’s live-action series.) And the connections are often literal: The spiders in “The Passenger,” for instance, came straight over from Rebels. The creatures are called Krykna and their only previous screen time came on Filoni’s show where they harassed Ezra and Sabine more than a few times.

With Rebels and The Clone Wars, Filoni took Star Wars out of the save-the-universe mold set up by the Skywalker-saga films and told smaller stories with smaller stakes. In the process, he did more to flesh out the post-Disney Star Wars universe than just about anyone else.

The Mandalorian season 2 is becoming a perfect example of that. According to casting rumors, some confirmed by now some not, some of the most important characters from The Clone Wars and Rebels, like Ahsoka Tano, Bo-Katan Kryze, and maybe even Obi-Wan — a character that Filoni helped make infinitely more interesting — could all show up this season.

On the off chance you needed further proof of just how much Mandalorian creator Favreau likes and borrows from Filoni’s work, then look no further than the end of this episode.

Just as all hope seems lost for Mando, Baby Yoda, Frog Lady, and all of her eggs that Baby Yoda has eaten, the rebel pilots from the beginning of the episode show back up and save them from the army of ice spiders. And when they hop out of their ships, we get a clear look at one played by Filoni himself, holding a blaster, flying an X-wing, and helping save a character that wouldn’t exist without him.

Image: Lucasfilm Ltd./Disney Plus

Plus Filoni’s name in The Mandalorian is Trapper Wolf, and if that’s not a victory lap, I don’t know what is.