Anakin loses R2-D2 during a space battle and is assigned a replacement astromech droid, R3-S6. R2 isn't dead, of course, but he's fallen into the clutches of Trandoshan scavenger Gha Nachkt, who, after an encounter with Anakin and Ahsoka, on the hunt for R2, starts to wonder if this droid he found might be valuable. Anakin wants to search for R2, but is instead ordered by Obi-Wan to hunt for a hidden Separatist listening post.
Meanwhile, Anakin dislikes "Stubby" on sight, and after some misadventures involving reactivated assassin droids and his starfighter being shut down, is fuming over having been assigned an incompetent astromech droid. And, on top of all that, R2 has never been memory-wiped and is thus carrying a treasure trove of Republic secrets...
- Asteroid Thicket: Justified. The ambush Anakin sets up for General Grievous involves a planetary ring, which are that dense in Real Life.
- Big Damn Heroes: Ahsoka and Rex arrive in the Twilight to save Anakin from two Separatist cruisers when he's having trouble with his starfighter because of R3.
- Captain Crash: Anakin loses a starfighter when he flies too close to an exploding Separatist ship and gets hit with a piece of shrapnel.
- Dilating Door: The airlock on Gha Nachkt's ship has one.
- Dumbass Has a Point: When Grievous engages the Republic through the meteor shower, he orders all power diverted to front shields to protect the ships from impact. A battle droid, whose kind is normally extremely dimwitted, questions the wisdom of leaving themselves vulnerable to a sneak attack and is proven right when Rex hits from behind with AT-TE units stationed on the asteroids. That's right, a battle droid had better tactical skills than Grievous.
- Foreshadowing: At one point during R3 and Anakin's shenanigans in space, Anakin complains that the astromech droid is trying to kill him. As the next episode shows, he's entirely right.
- Four-Fingered Hands: Unlike other Trandoshans, Gha Nachkt has these.
- Gasshole: Gha Nachkt makes his entrance climbing through the jammed door of an airlock and farting in Anakin and Ahsoka's faces, to their disgust.
- Innocently Insensitive: Oddly for a Jedi, Obi-Wan fails to realize how important R2 is to Anakin and says, "Well, astromech droids are a dime a dozen".
- Malicious Misnaming: Anakin dislikes R3 on sight because he misses R2 and derisively dubs him "Stubby".
- The Millstone: R3 nearly gets Anakin killed repeatedly, to Anakin's considerable annoyance. Though considering that it's later revealed that R3 was actually a spy for General Grievous, it retroactively reveals this to be a case of Obfuscating Stupidity.
- Nice Job Breaking It, Hero: Anakin and Ahsoka unwittingly clue Gha Nachkt in to the fact that the R2 unit he picked up while hunting for salvage on the battlefield is more valuable than he thought.
- The Nicknamer: Anakin and Ahsoka both come up with nicknames for R3, "Stubby" and "Goldie" respectively.
- Off-Model: During the briefing at the beginning, when Anakin plays a hologram of an AT-TE, Rex's kama is missing. It happens again when it's revealed he's with the AT-TEs on the asteroids.
- Offscreen Moment of Awesome: We don't see exactly how Rex rescued Anakin from his damaged starfighter, especially as Anakin was knocked out and only wakes up after the fact in the medical bay of the Resolute.
- Restraining Bolt: Gha Nachkt puts one on R2. R2, being the clever astromech droid he is, manages to remove it.
- Right for the Wrong Reasons: Anakin spends the episode hating R2's replacement, but he hates it because it's trying to replace R2, not because, well, it's a Separatist spy trying to kill him.
- Screw This, I'm Outta Here: After realizing that the command cruiser is too large to make a quick escape, Grievous ditches it and flees in his starfighter.
- Thrown Out the Airlock: R2 does this to an assassin droid while sneaking around Gha Nachkt's ship.
- Tracking Device: R3, when ordered to activate the long-range scanners on Anakin's starfighter while he's flying a search grid, activates the tracking beacon instead. While this draws Grievous to his position, it also leads Ahsoka and Rex to assume that Anakin is in trouble and come to the rescue.
- Undercover as Lovers: Anakin briefly passes himself and Ahsoka off as a couple to Gha Nachkt, holding her close and calling her "pookums." It's as awkward as it sounds.
- Unspoken Plan Guarantee: Anakin's plan to catch Grievous' fleet in a crossfire by placing AT-TEs on the asteroids of Bothawui's rings is not shown discussed beforehand, so it naturally goes flawlessly.
- What the Hell, Hero?: Obi-Wan is not happy with Anakin when he finds out about R2's lack of memory wipes.
- The X of Y: "Downfall of a Droid".