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Recap / Star Wars: The Clone Wars – Ryloth Arc

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Warning! This story arc recap page contains unmarked spoilers! Read at your own peril!

List of episodes in this story arc

Plot summary

Ryloth occupied

Ryloth has been invaded and blockaded by the Separatists. Jedi Master Ima-Gun Di, his clone troopers, and Twi'lek resistance leader Cham Syndulla are hard-pressed to maintain their positions against the Separatist droid army as supplies run low. Master Di makes contact with the Republic relief supply fleet under Admiral Dao. In no position to deliver supplies himself, however, as he has fallen under attack himself by the Separatist blockade, Dao makes contact with the Jedi Temple, begging that reinforcements be dispatched, before his ship is destroyed. Since no other relief forces are close by, the Jedi Council (represented by Yoda, Mace Windu, and Obi-Wan Kenobi) asks Senator Bail Organa, who has just finished a senate mission, to travel to nearby Toydaria and ask King Katuunko to use the planet as a supply staging base. Jar Jar Binks is dispatched to assist him.

Organa and Binks are granted an audience with the king and his council, but negotiations are rendered complicated by the arrival of Lott Dod, the Senate representative of the Trade Federation sent by Count Dooku, who has caught wind of Organa's mission. Organa and Binks stress their humanitarian intentions in the matter, but Dod points out that by agreeing to deliver supplies to Ryloth and the Republic clone troopers, Toydaria, who had declared her strict neutrality in this war, would be taking sides and thus shatter her principles. After thorough consideration, Katuunko officially denies the Republic their rights to a base on Toydaria, but afterwards he secretly meets Organa and Binks and tells them that the humanitarian factor has actually gained his favor. He agrees to load Organa's ship with a preliminary supply of provisions if Organa can keep the involvement of Toydaria secret. Organa hits upon the plan to have Binks distract Dod during a banquet, a task which the Gungan performs with extraordinary skill, while Organa supervises the loading of the relief supplies.

Meanwhile, the situation on Ryloth is growing more desperate by the hour and the Republic clone troopers and Twi'lek resistance fighters are forced to retreat to a safe position. Syndulla announces that his people cannot fight any longer, voicing doubts that the Republic will ever aid them. To cover their escape, Master Di uses a gunship loaded with explosives to cut off a mountain pass leading to their position, forcing the Separatist droids down another way, where they can be more easily held off. The droids arrive soon and overrun the remaining clone troopers, but just after Captain Keeli is gunned down and Di heavily wounded, he receives word that a load of supplies is on its way and he dies content with the knowledge that the Twi'leks will survive. The supplies are dropped in front of Syndulla's convoy, raising cheers and renewing hope.

As Organa and Binks are bidden farewell by Katuunko, Dod steps in and protests that they have broken the agreement, a claim for which Organa cheekily demands proof. Unable to give any, Dod storms off, fuming. Katuunko turns to the senators with the announcement that in the light of these events Toydaria may be reconsidering their stance of neutrality, a news that greatly gladdens Organa and Binks.


Jedi Master Yoda is dispatched to the dried coral moon of Rugosa to convince King Katuunko to allow the Republic to build a base in Toydarian territory. As the Toydarian monarch King Katuunko and his retinue await the arrival of their Jedi envoy, Asajj Ventress arrives and presents Katuunko with a hologram of Count Dooku, who attempts to express the Jedi's supposed incapability to protect Toydaria in hopes of swaying the king to his cause. In orbit of the moon, two Banking Clan frigates ambush Yoda's ship, forcing him to take an escape pod and allow his ship and Naval Officer Zak to retreat; three clones — Clone Lieutenant Thire, Jek, and Rys — accompany him to the surface.

The Republic frigate leaves the system, a move that Asajj Ventress spins to the king as a sign of weakness. Her attempts at persuasion are interrupted however by a holographic call from Yoda, in which the Jedi Master offers his greetings. Ventress then suggests a deal: If Yoda can escape her best troops, then Toydaria will be free to join the Republic. But if he should fail and the Separatist droids prevail, Toydaria will join the Separatists.

Yoda leading Thire, Jek, and Rys.

Agreeing to Ventress' proposal, Yoda and his clone troopers march through the coral forest as a Separatist landing ship carrying a full battalion of droids arrives. Yoda and his men then face off against a large number of droids and several tanks. The tanks find it difficult to penetrate the dense coral forest, forcing the droid commander 224 to send his troops out on foot, which allows the clones to ambush them in small groups. Eventually, Thire is wounded, and the group is forced to retreat.

Yoda and the clone troopers make their way to a dried gulch lined with caves to rest and recover. Inside a cave, the clones are less than enthusiastic about their situation because they are outnumbered and outgunned. To raise spirits Yoda gives his clone troopers them a small lesson about them being individuals despite their origin as clones, and that it is their mind which makes them strong, not their numbers or weapons.

Yoda faces approaching droidekas.

As the Separatist droid army approaches, Master Yoda decides to face them alone, ordering his clone troopers to stay out until their help is truly needed. The battle droids report the current situation to Ventress, who in turn orders them to open fire. Yoda ends up cutting the whole battalion to pieces, and Ventress sends out droidekas to deal with the Jedi Master, thereby breaking the rules of the bet. Just before the droidekas can finish the Jedi Master, Thire launches their last rocket at an overhanging bluff, sending an avalanche of rock crashing down on the droideka reinforcements.

Katuunko is impressed by the display and angry that Ventress did not give Yoda a fair chance, which results in him deciding to have Toydaria join the Republic. Furious about the outcome, Dooku orders Ventress to kill the king. Ventress dispatches the king's Toydarian royal guard and prepares to deal a killing blow, but Master Yoda arrives just in time, stopping Ventress mid-swing. Rather than surrender, Ventress quickly triggers an avalanche with pre-planted explosive charges, using it as a distraction to escape in her solar sailer. King Katuunko gladly accepts Yoda's offer to join the Republic, and Republic gunships come to retrieve the group.

The Battle of Ryloth

Aboard a Lucrehulk-class battleship flanked by two Munificent-class frigates over Ryloth, Neimoidian Captain Mar Tuuk receives orders from Emir Tambor, who emphasizes that the Republic cannot invade Ryloth. Mar Tuuk assure Emir Tambor that their blockade is impenetrable and that the Republic will get quite a surprise when they arrive. The Resolute, Defender, and Redeemer arrive in the system. Ahsoka Tano boards her fighter, mentioning to her new droid R7-A7 that this is her first time leading a squadron. Anakin Skywalker stops by to give her some encouragement and Ahsoka leads Blue Squadron out of the Resolute. Her squadron checks in and, receiving the order from Anakin and Admiral Yularen, she charges the Separatist blockade, leading Axe, Slammer, Kickback, Tucker, Swoop, and the other members of her squadron.

After cutting a path to the lead Separatist ship, Ahsoka advances with her group. However, four more Munificent-class frigates suddenly jump out of hyperspace and join the blockade. Admiral Yularen and Anakin both order Ahsoka back to the ship, but she stubbornly insists on pushing forward. Tucker's V-19 Torrent starfighter is destroyed by the advancing Vulture droids and Ahsoka finally obeys orders and turns back, but the Vulture droids begin to sacrifice themselves through ramming themselves into the Resolute in suicidal kamikaze attacks. One Vulture droid heads for the cruiser's bridge, and Admiral Yularen is severely injured. After losing Axe as well, Ahsoka and what remains of her squadron make it back to the Resolute. The Redeemer is too damaged to retreat and falls apart, but the Defender and the Resolute manage to jump to hyperspace.

In the hangar, Anakin orders a headcount to determine how many pilots were lost, and then reprimands Ahsoka for disobeying orders. Ahsoka learned this trait from Anakin himself, but still takes responsibility and is severely dejected that she lost so many men. Anakin tries to console her, stating that it was a trap and that it is the reality of war. Captain Rex informs Anakin that General Mace Windu is demanding a progress report, and he leaves the hangar.

Meanwhile, Tambor congratulates Tuuk on his success, but warns him not to underestimate the Jedi. Tuuk then orders a droid to bring him whatever archive data there is on Skywalker, seeking to learn more about his opponent.

Anakin reports his losses to Mace Windu and Obi-Wan Kenobi. Obi-Wan reminds Anakin to give his Padawan time to recover, but that he will need her help to complete the mission. Time is running short and, despite losing almost half of his forces, Obi-Wan and Mace give Anakin one planetary rotation to breach the blockade or they'll have to postpone the invasion. Anakin stresses that the Twi'lek people cannot wait much longer, and the invasion must go on.

Ahsoka sits with an unconscious Admiral Yularen and mournfully apologizes for her failure. Rex then calls her away to Anakin, whom she finds in the hangar bay, repairing her starfighter with the help of R2-D2. Anakin tells her they need to proceed with their attack on the blockade. Ahsoka, still shaken from her earlier failure, questions her readiness. Anakin receives a call from the Defender and orders Ahsoka back to her quarters to cool off. Meanwhile, Tuuk, certain Skywalker will counterattack, orders his Separatist droids back to their battle stations.

Alarms sound aboard the Resolute, and Ahsoka exits her quarters to find clone troopers running to stations. A clone trooper reports to Ahsoka that the Defender is being evacuated for an unknown reason. When she arrives in the hangar, everything from the Defender is being loaded into the Resolute. Anakin credits Ahsoka with the inspiration to his latest plan: he proposes that he will pilot the Defender alone into the lead battleship, taking out the enemy commander and thus leaving only easily-outmaneuvered battle droids in command. Ahsoka thinks it's a reckless plan, but Anakin leaves it to Ahsoka to command the remaining forces while he remains defenseless in an escape pod after destroying the Defender. Anakin leaves on a shuttle and "Commander Ahsoka" is now in charge of the Resolute.

Ahsoka reports to the bridge of the Resolute. Anakin is ready to get underway. Rex and the Resolute's clone navigation officer await orders. Tambor updates Captain Tuuk with information from Count Dooku that the Republic forces are too thin to mount an effective counterattack and that any attempt to do so would be suicide, but Tuuk still believes Anakin is coming and basks in the opportunity to achieve fame for the defeat of such a great warrior. Ahsoka brings Rex and the navigation officer up to speed, and they are very skeptical of their chances of success. The navigation officer accidentally blurts out that they usually have Anakin to lead them. While he doesn't mean Ahsoka any offense, she still realizes how much bigger her responsibility is.

The Defender emerges from hyperspace and Anakin hails Captain Tuuk, offering to surrender himself and his vessel in exchange for safe passage of food and medical supplies to the people of Ryloth. Ahsoka details the battle plan after Anakin's collision with the battleship. She intends to tilt the Resolute in a classic Marg Sabl maneuver away from the frigates, using it as a screen to launch fighters that would then defeat the remaining ships. The navigation officer is doubtful, and suggests taking time to come up with a better plan. Ahsoka asserts that these are her orders and that Anakin is counting on her, but then corrects herself and says that he is counting on them. Admiral Yularen returns to the bridge and supports Ahsoka, giving her much-needed confidence.

A battle droid reports to Captain Tuuk that scans of the Defender reveal it to be heavily damaged, with all power diverted to the forward shields, but there is only one life-form aboard. Tuuk realizes Anakin's deception, and the Resolute emerges from hyperspace. Anakin heads the Defender straight for the Separatist flagship. Ahsoka heads off to command the fighter squadron, leaving Rex and Admiral Yularen in charge of the Resolute.

Anakin leaves the Defender with R2-D2 and boards an escape pod. Captain Tuuk orders all cannons to fire at the Defender, but it is already too close, and he escapes from the ship. The Defender pierces the center sphere of the battleship. The Resolute moves into position and Ahsoka leads a squadron of BTL-B Y-wing starfighters toward the blockade. The battle droids, leaderless and confused, manage to order a basic attack on the Resolute, but the Republic Y-wings and V-19 Torrents manage to rip apart the remaining ships in the blockade. Following this, three Acclamator assault ships carrying Obi-Wan, Mace Windu, and their clone troopers emerge from hyperspace. Obi-Wan contacts Ahsoka, wryly commenting on the state of Anakin's invasion fleet, and Rex dispatches a shuttle to pick up Anakin's escape pod.

Aboard an Acclamator I-class assault ship, Mace Windu tells Obi-Wan Kenobi as he boards the Crumb Bomber that when he takes the city of Nabat they'll have their landing zone for the ground assault forces. However, Emir Tambor anticipates this and Tactical Droid commander TX-20 readies his five proton cannons while using captive Twi'leks as a "living shield" to further protect them, estimating that the Jedi will not risk a heavy attack.

LAAT/i gunships precede Acclamator I-class assault ships into battleObi-Wan and Clone Commander Cody brief Ghost Company on their mission and, while they must retake the city, they cannot destroy the Twi'leks' home, and are only allowed to use blasters and droid poppers only. Above, the Acclamator assault ships are attacked by the proton cannons below, Commander Ponds states to Windu that the fire is penetrating their shield. Windu tasks Obi-Wan with taking the cannons out so that the larger transports can land. The Crumb Bomber lands with the other gunships, and Obi-Wan and Ghost Company move towards Nabat. Battle droid gunners on the outskirts of Nabat pin down Ghost Company. Obi-Wan and two clone troopers, Waxer and Boil, utilize droid poppers to take out the Separatist droids in the bunkers.

After losing contact with the Separatist droids on the village's outer perimeter, TX-20 sends recon droids to find out the Jedi's plan, while Obi-Wan dispatches Cody, Wooley, Waxer, and Boil to scout ahead. Waxer and Boil head south, while Cody and Wooley go to the courtyard. The latter discover the Twi'leks being held hostage in the cannons' immediate vicinity. Obi-Wan, saying to Windu via hologram, that the hostages will make this difficult but not impossible, hits upon a plan to disable the guns without letting the hostages come into any danger, but unfortunately a recon droid broadcasts their conference to TX-20, who recognizes Kenobi and begins researching his opponent who is known for deceptive movements.

Waxer and Boil stumble across the young Twi'lek orphan Numa, who at first is fearful of them. After they remove their helmets, Numa relaxes a bit; she calls them both "Nerra", and takes a ration bar that they give her. Waxer and Boil move out to finish their scouting, Waxer doing so reluctantly, but Numa follows the two clones. Waxer is still worried about her, while Boil tries to keep him focused on the mission. Numa somehow gets ahead of them and leads her to a shattered building that was once her home. Waxer and Boil, moved by the losses the war has inflicted upon the child, take it upon themselves to keep her safe.

TX-20 reveals his plan: to use starved gutkurrs to take out the Republic forces. Back at the Republic camp, Cody has noticed Waxer and Boil’s absence, and broadcasts a transmission to contact them. Seeing the Republic troops on the move, TX-20 orders the gutkurrs released. The two clones receive the transmission, and realizing that they are severely late, they try to brainstorm possible excuses. However, the gutkurrs suddenly appear, and the two clones and Numa rush back into the house. Numa shows the clones an escape passage, and they run into the underground tunnels just in time.

Meanwhile, Ghost Company is attacked by the gutkurrs. Obi-Wan uses the Force to lure the creatures into an alley bordered by a bridge. Cody and his men fire at the bridge, and the gutkurrs are trapped, while Obi-Wan leaps out. Though the clones defeat the creatures, TX-20 knows that they are very thin. Suddenly, Waxer and Boil emerge from a hatch in the street nearby, with Numa in tow. Obi-Wan converses to Numa in Twi'leki, who agrees to lead them to the prisoners while Cody and his men create a diversion, with Obi-Wan, Waxer, and Boil freeing the Twi'lek prisoners. After Obi-Wan frees the prisoners, Numa is reunited with her uncle, Nilim Bril. However, a battle droid reports the rescue attempt, and TX-20 turns his AAT around.

Obi-Wan takes control of a proton cannon, and with the help of Waxer and Boil, he manages to destroy the other cannons. However, a blast from TX-20's tank destroys their cannon and knocks the three to the ground. Numa runs to her clone friends and Obi-Wan to help. TX-20 targets Obi-Wan and Numa, laughing at them and saying that Kenobi has lost. The Twi'leks return, overrun the tank, and tear TX-20, saying it's not logical, to bits.

The Acclamator transports land and Mace Windu commends Obi-Wan on his victory. However, their new objective is much harder: to take the Ryloth capital of Lessu and free this world. Waxer and Boil say goodbye to Numa. As the army heads toward the capital, Numa calls "Nerra!" out to Waxer and Boil again, and Obi-Wan translates: "Nerra" means "brother". And they move out toward the sun, intent on freeing this world.

As Mace Windu and his forces head to Lessu along a cliffside path with AT-TE walkers, they are ambushed by several AATs. The tanks incapacitate the first walker in the line and then target the rear walkers, seeking to trap and destroy the Republic forces. Mace saves the gunner, and then Commander Ponds comes up to him and informs Windu that they're pinned down. Windu and Ponds orders Lightning Squadron to the front while Windu Force-pushes the first fallen walker off the cliff, clearing the path. Lightning Squadron is deployed from the AT-TEs and moves up to the front. Mace, Commander Ponds and the rest of Lighting Squadron then overrun the tanks and the droids using AT-RTs and grenades. Afterwards Ponds tells Windu that they have lost thirty-two men along with command crews of three walkers. A recon droid spies on Windu and Ponds, discovering that the Republic forces will reach Lessu sooner than expected and that they will need help to take Lessu.

Watching the stream at his command center in Lessu, Emir Wat Tambor confers with his Tactical Droid, TA-175, refusing to retreat, despite the odds being against him. Tambor states that Windu doesn't have the troops to take the city. Tambor orders that all droids to be brought into the city and to secure the bridge. In a holographic conference aboard Windu's lead AT-TE in his column, Anakin Skywalker informs Mace, Supreme Chancellor Palpatine, Yoda, Admiral Yularen, and Senator Orn Free Taa that his fighters have the space around Ryloth secured. Mace mentions that Obi-Wan has taken the Jixuan desert, and that the southern hemisphere of Ryloth is secure; the only thing that remains is to retake Lessu. Republic spies are certain that Tambor has his command center there. Yoda asserts that when they have taken the city, they must capture Tambor, but Mace is unsure if that is possible: Tambor has chosen his stronghold well, and with the only way in or out of Lessu being a plasma bridge, a siege could drag on indefinitely. With Republic forces stretched thin, Mace decides to enlist the help of the Twi'lek freedom fighters under the command of Cham Syndulla. Chancellor Palpatine states that Syndulla was a radical before the war and can be very unpredictable. Senator Taa mentions that before the War, they were political rivals, and still are. Senator Taa states that Syndulla seeks to gain power. Windu will leave the politics to Senator Taa, but Windu will do what he must to help his people. Palpatine requests reinforcements to be sent instead, but Admiral Yularen informs him that none are available. Mace states the Republic can't win without Syndulla's help.

Mace and two members of Lightning Squadron arrive in the flatlands of Cazne, discovering the site of the massacre, accompanied by Twi'lek graves. Mace discovers fresh animal tracks, and they hear the sound of one of the animals. Mace heads along with troopers Razor and Stak.

Meanwhile, Count Dooku informs Tambor that his tactical droid has informed him of the "pitiful job" he has done. Tambor insists that the tactical droid has exaggerated, and asserts that he has not lost; Dooku states that Tambor is no match for Windu and orders him to retreat with what valuables he can and destroy everything else. Tambor is rather alarmed, but Dooku explains: Ryloth's fate will demonstrate to the galaxy the cost of a "Republic victory". Mace and the two troopers come across a patrol of battle droids looking for another lost patrol, but instead of defeating them, Mace allows the rebels to attack them. They come across the freedom fighters, but Cham Syndulla is rather adamant against giving his help to the Republic.

TA-175 notifies Tambor that their Hyena-class droid bombers are ready for launch and states he will ready Tambor's ship for evacuation. However, Tambor is not yet ready to leave. Mace, Razor, and Stak accompany Cham to his hideout under a wrecked C-9979 landing craft. Mace mentions that they can stop another massacre from happening, but Cham states that when the droids invaded, the Republic was unable to help, and they were forced to surrender. Then the Separatists brought tanks to exterminate them. Stak examines a blurrg, but after it snaps at him, Tae Boon chuckles and mentions that his blurrg is faster than their riding machines, though Stak is doubtful.

Despite his misgivings about the Republic, Cham displays the tradition of the Twi'leks to give their guests whatever food and drink they still have. The Separatist bombers launch, and Tambor targets all the villages with in range, starting with the inhabited ones. Ponds leads his troops and the AT-TEs to a village where he plans to spare some of their rations to the hungry Twi'lek women and children in the village, but the village is suddenly blasted to bits by the bombers. Cham tells Mace that he doesn't trust Senator Taa. Despite the fact that the clone troopers will stay for a while after the war to ensure security and keep the peace, Cham insists that another armed occupation is not a free Ryloth. Syndulla asks how long will it be before he's fighting the Republic and the Jedi. As the two receive a report from Ponds about the destroyed villages, Cham decides that he will speak to Taa.

Tambor oversees the loading of valuables onto his shuttle by Twi'lek slaves. A droid tells Tambor that two more transports are still coming in from the south sector, thus Tambor decides to wait for the last of the valuables of the world to arrive and be loaded onto his shuttle, much to the fury of Dooku, who wants him out of the city before the Republic arrives: once Windu has invaded the city, Dooku orders it to be bombed from afar. TA-175 will do so, despite what Tambor wants. Cham and Senator Taa engage in a holographic conference and begin to verbally spar; Mace regulates the conference, and Anakin reports that his fighters are trying to destroy the bombers, but there are too many. Mace instructs him to destroy the bombers and then meet him at the capital, and Anakin continues to engage the bombers with assistance from his Padawan Ahsoka Tano. With assistance from Mace, Cham and Taa reach an agreement: Taa will not let Ryloth fall to another armed occupation, while Cham promises he will not seek power, and rallies his men.

Windu, Stak, and Razor after successfully crossing the plasma bridge

Meanwhile, battle droids escort the civilians of Lessu to the outer wall to slow Windu down. As Mace and Cham discover this, they spot two MTTs making their way toward the city. Cham reports that his spies say that they are filled with stolen treasure, and they decide to use them to get across and activate the bridge despite the chance of being scanned. Mace, Razor, and Stak slice a battle droid on a STAP and enter the rear transport, while Cham prepares to lead the attack. Mace orders Ponds to create a diversion and get Lightning Squadron ready. The plasma bridge is activated for the transports and they begin to cross; Tambor prepares to leave with the last of the treasures. However, the battle droids scan the transports and they pick up an anomaly in the second transport. As the Separatist droids open the transport's doors, Mace and the troopers exit the transport and destroy the two battle droids, while the Republic forces begin to open fire. The bridge is deactivated and Mace uses The Force to push Razor and Stak across. Mace uses an STAP to get to the other side and battle droids begin to attack the three. Mace orders the clone troopers to get the bridge back up while he holds the Separatist droids off, and Cham begins his charge. Mace takes out an entire droid squad and a tank on his own, while Razor and Stak get the bridge up just in time for Cham, Ponds and their forces to cross. The citizens of Lessu wave happily at the passing freedom fighters; Mace instructs Cham to take care of the droids while he finds Tambor. The freedom fighters and Lightning Squadron take out the AATs and the droids quickly.

In the control room, Razor and Stak are ambushed by a few battle droids and then a couple of commando droids, but they defeat them. TA-175 lifts off in the shuttle without waiting for Tambor, much to the latter's surprise. TA-175 reports to Dooku regarding Tambor's refusal to retreat in time. Despite this unfortunate setback, Dooku gives the order for the bombers to destroy the city immediately. Mace subdues Tambor's two super battle droid guards and holds Tambor at bay. Tambor tries to reason with the Jedi, but Windu refuses since he has the upper hand. Tambor then states that a surrender is unnecessary since the bombers are coming and they both will perish for the glory of the Separatist Alliance. While the bombers approach, Anakin and Ahsoka attack and destroy them. Freedom fighters and clone troopers surround Tambor. Tambor then asks Cham for his terms of surrender; Cham states that they are unconditional and Tambor reluctantly agrees. Syndulla thanks Windu for freeing his world. Later, Cham and Senator Taa wave to the people in a parade with both the freedom fighters and the Republic's clone troopers with Windu and Ponds watching in satisfaction. Ryloth is free.