Believe in yourself or no one else will.Utilizing the opportunity granted by the clone army being stretched too thin, Geonosis rebels, and under the leadership of Poggle the Lesser, the planets' inhabitants restarted the mass production of battle droids in their factories. Jedi Generals Ki-Adi Mundi, Obi-Wan Kenobi, Anakin Skywalker and his Padawan Ahsoka lead the attack to capture the main factory, and catch Poggle, in order to prevent Geonosis from rebelling again.
- Body-Count Competition: Anakin and Ahsoka apparently had one just prior to the episode, in which Anakin won. They also have one during the episode, which Ahsoka wins, but Anakin argues it was a tie, since he called the airstrike. As it turns out, Ki-Adi had more kills than either of them.
- Bulletproof Fashion Plate: One of the few times in the show when this is completely averted. All four of the Jedi are at least covered in dirt, and Obi-Wan even has a few scars on his face, and limps heavily.
- The Cameo: Master Luminara has one during the briefing at the start of the episode.
- Continuity Nod:
- Darkest Hour: At the end of the episode's second act, Anakin and Ahsoka are being overwhelmed by the droids on the top of the wall, Ki-Adi Mundi's troops are being slowed by the Geonosians in the tunnel that's supposed to be a shortcut to the landing zone, and Obi-Wan and Commander Cody's troops are being overrun by the Geonosians at the landing zone.
- Deflector Shield: The main droid factory is protected by one.
- Family-Unfriendly Violence: This episode quite possibly has the highest body count in the entire series. "Darkness on Umbara", "The General", "Carnage of Krell" and "Massacre" from Season 4 are the only competition it has.
- Just in Time: Just as Obi-Wan's forces are about to be overrun completely, a bomber squadron swoops down and decimates the enemy forces.
- Kill It with Fire: Ki-Adi's method of dealing with Geonosians. And because they're not human, we get to watch them burn to death.
- Mission Briefing: There's one at the beginning to explain the attack plan.
- Shout-Out: The invasion is largely based on the D-Day invasion of Normandy, with visual cues taken from Saving Private Ryan.
- Tempting Fate:
- When Ahsoka points out a giant wall covered with gun emplacements on the holomap during the briefing at the beginning, Anakin tells her not to worry about it because they won't be going anywhere near. Sure enough, Anakin, Ahsoka and Rex do end up having to deal with the wall.
- A clone trooper just before the gunship he was travelling in was shot down: "Good thing those bugs can't aim."
- Unspoken Plan Guarantee: Cody explains the attack strategy in advance. Nothing goes accordingly.
- Where's the Fun in That?: Rex, after having been dropped off of a high wall that was about to explode by Anakin and Ahsoka, who then caught him before he hit the ground:Rex: Next time, just tell me to jump.
Anakin: Now where's the fun in that?