- "You must trust in others, or success is impossible."
D-Squad docks with a Venator-class Star Destroyer in orbit of Abafar. Though the droids are confused as to why the ship's hangar blast doors are closed and at the lack of crew presence, Colonel Gascon dismisses their concerns. Upon arriving on the bridge, however, they discover that the clone officers are merely holograms. Suddenly, the ship jumps to hyperspace and it comes to light that the ship has, in fact, been commandeered by Confederacy droids. D-Squad escape the bridge and evade their pursuers in the hangar control room. WAC-47 uses the body of a fallen droid to send their pursuers in the wrong direction.
D-Squad then takes note of a device in the control room, which R2-D2, identifies as a bomb trigger, as the hangar blast doors open to reveal rows of rhydonium canisters. It becomes clear that the Confederacy intends to use the Star Destroyer as a way to destroy the vessels of the Republic Navy. However, Gascon has no intention of stopping them, wanting to get off ship as soon as it exits hyperspace. As D-Squad makes its way back to the hangar, Artoo spots a rabbit droid spying on them and captures her. Upon bringing his captive to present to the squad, the rabbit droid identifies herself as BNI-393, nicknamed Bunny. She reveals that she and surviving Republic droids have been in hiding on the shuttle in hopes that D-Squad would take them off ship, as none of them are designed to pilot a shuttle.
D-Squad then ask as to the Confederacy's target. Bunny admits that she only knows that the Star Destroyer is bound for a space station in the Carida system. Gascon panics, identifying it as the location of the Republic Strategy conference, an event he helped arrange before being assigned to D-Squad. The Jedi Council and high ranking Republic officers will be there and if the Confederacy succeeds, they could cripple the war effort. However, they cannot send a warning because all communications are being blocked.
Before they candecide on their next course of action, Gascon spots a buzz droid spying on them and they all give chase. They chase the buzz droid to one of the gun batteries, only to be greeted by a whole swarm of them. Artoo manages to create a ring of fire around his friends to keep the buzz droids from getting at them, but he can not take out all of them because there are too many. M5-BZ then races to the airlock controls. Everyone quickly magnetizes their feet to the deck to avoid being sucked out, but Beezee isn't so lucky and is sucked out into hyperspace along with the buzz droids. Artoo quickly closes the airlock. Gascon then gives a short speech, promising that they will not let Beezee's sacrifice be in vain by stopping the Separatists.
Gascon comes up with a plan for D-Squad to escape on the shuttle while Artoo reprograms the trigger mechanism to detonate prematurely. But their plan is hit with complications, as a super tactical droid goes to arm the detonator while battle droids pursue D-Squad. Gascon and U9-C4 draw their fire while Artoo tussles with the super tactical droid. As everyone gets on the shuttle, Gascon refuses to leave Artoo behind, but WAC initiates liftoff. Ultimately, Artoo gets up the upper hand and successfully reprograms the detonator, causing the rhydonium to explode prematurely, destroying the Star Destroyer but saving the Republic fleet at Carida. Gascon manages to contact the space station, informing Anakin Skywalker of Artoo's sacrifice. However, Skywalker refuses to believe that his friend is gone. He sends out salvage teams to scourer the wreckage, who retrieve Artoo's remains and repair him. Gascon personally commends Artoo's bravery and tells D-Squad that he'd be honored to serve with them again. An excited WAC then tells him that D-Squad has been assigned to Gascon's platoon, allowing them to see each other for the rest of the war, much to Gascon's chagrin as he sobs with sadness.
The opening logo for the episode, traditionally yellow, was rendered blue to salute R2-D2. The previous three episodes, "Secret Weapons," "A Sunny Day in the Void," and "Missing in Action," which are parts of the arc, also feature this blue opening logo. However, it is not the first time the logo changes color. In Season 4's last two episodes ("Brothers" and "Revenge"), the logo was painted red, on the reason of the return of Darth Maul.
According to the official Star Wars: The Clone Wars Facebook page, the destruction of the Venator-class Star Destroyer near the end of the episode was the biggest explosion they had ever animated at the time.
- Stephen Stanton as Colonel Meebur Gascon and Admiral Tarkin
- Ben Diskin as WAC-47
- Catherine Taber as BNI-393
- Matt Lanter as Anakin Skywalker
- Matthew Wood as Battle Droids
- Dee Bradley Baker as Super Tactical Droid and Clone Trooper
- James Arnold Taylor as Obi-Wan Kenobi
- Tom Kane as narrator
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