Anakin, Ahsoka, and their clone troopers are sent in pursuit of Cad Bane after he broke into the Jedi Temple and stole a holocron. Bane's next target is Jedi Master Bolla Ropal, the keeper of a crystal containing the names and locations of every Force-sensitive child known to the Jedi Order. But they arrive just a bit too late: the battle droids placed under Bane's command have already captured Master Ropal and the crystal.
Bane tries to get Ropal to open the holocron so it can read the crystal, but he dies under torture rather than submit. When he finds out that other Republic forces have arrived in the system, Bane hatches a backup plan.
Anakin, Ahsoka, Rex, and the clone troopers board Bane's ship. During the fighting, Bane manages to capture Ahsoka and stick her in an airlock. He threatens to space her if Anakin doesn't open the holocron. Anakin complies, and Bane manages to escape while Anakin is saving Ahsoka from the airlock. Bane arrives at the hangar and begins to plan his escape before he is accosted by two clone troopers who order him to surrender.
When Anakin and Ahsoka arrive at the hangar, while running for the shuttle, they witness Bane being shot and falling over the railing of the upper level by one of the clone troopers, Denal, who eventually boards the shuttle last and says that he wasn't able to get the holocron — but his voice doesn't sound quite right. As the ship begins to blow up due to a fire in the artillery magazine setting off the proton bombs, the Republic forces return to their own cruiser.
- Artificial Gravity: Separatist cruisers apparently extend their artificial gravity to their hull for the convenience of troops. Bane turns it off during the big fight in the hangar; though it doesn't do much against trained troopers and Jedi.
- Badass Boast: Cad Bane responds to Gunray who is reliant on Bane surviving in order to get his money back for the ships and furious he's about to take on two Jedi.Nute Gunray: You'd better live through this! I want my money, Bane!
Cad Bane: You can count on it.
- Cold-Blooded Torture: This is what Bane and the battle droids he's been given command of inflict on Master Ropal, delivering increasingly-strong electrical shocks to him. A throwaway line by a B1 droid implies that some kind of Truth Serum or pain-boosting drug was also used beforehand.
- Crazy Enough to Work: Anakin's idea to use the AT-TEs as makeshift boarding vessels. Even Ahsoka and Rex, normally used to Anakin's crazy plans, are initially skeptical.
- Defiant Captive: Bolla Ropal was already badly injured before he was strung up to be tortured, but he still informs Bane that he will never unlock the holocron for him and keeps to that until his death.
- Disconnected by Death: A transmission from a clone trooper on the surface of Devaron that informs Anakin that Ropal and his crystal have been captured gets cut off by the transmitter being destroyed at the source. Since the clone stated there was no possibility for evacuation, and the last sight of him has a battle droid seemingly preparing to deliver a Neck Snap from behind, he was almost certainly killed as well.
- Dual Wielding: Anakin uses his and Ahsoka's lightsabers in unison to slice apart the two Super Battle Droids protecting Bane.
- Dumbass Has a Point: While the battle droids aren't known for being very bright nor are they designated medical droids, the one torturing Bolla Ropal rightly points out that turning up the voltage might kill him. This is proven correct when Cad Bane shuts his advice down and ends up killing Ropal.
- Electric Torture: Bolla Ropal is subjected to this, and it ends up being fatal.
- Family-Unfriendly Death: Bolla Ropal gets electrocuted to death on screen, screaming in pain throughout until he finally flatlines.
- Foreshadowing: At the end, as clone trooper Denal boards the shuttle after killing Bane and says he couldn't find the holocron, his voice doesn't sound quite right...
- Forgot About His Powers: During the fight on the ancillary deck, Anakin forgets about using the Force while attempting to retrieve the holocron.
- In Space, Everyone Can See Your Face: Anakin and Ahsoka sport clear fishbowl helmets in space. Averted with the clone troopers, who are of course wearing their normal armour.
- Internal Homage: At one point while on board Bane's ship, Rex bumps into a protruding pipe in the dark, which is an intentional homage to the stormtrooper who will bump his head on the door in A New Hope.
- Latex Space Suit: Ahsoka is wearing a pressurized bodysuit and a fishbowl helmet.
- MacGuffin: The holocron and the kyber crystal with the list of Force-sensitive children.
- Mythology Gag: A Clone Trooper walks into a pipe, just like a Stormtrooper will later walk into a door.
- Night-Vision Goggles: After walking into a pipe, Rex orders his men to switch on infrared vision on their helmets.
- No Gravity for You: During a firefight on the artillery deck of Bane's ship, he turns the gravity off, giving him an advantage because of his Rocket Boots. The clone troopers can partially compensate by magnetizing their boots to the floor, with one trooper choosing to walk on the room's ceiling.
- No One Could Survive That!: As the Jedi and the surviving clones free the exploding frigate, Anakin notes that Bane must have been killed, yet he can still feel his presence.
- Oh, Crap!: The battle droid commander panics and tries telling Anakin's forces that the battle droid standing next to him is in charge when the Jedi and clone troopers take the bridge. Rex complies and shoots that battle droid first, despite it being clear which battle droid is the commander. He then blasts the actual battle droid commander when he admits he's now in charge right after.
- Only Sane Man: Yularen clearly thinks that Anakin is being even more reckless than usual.Yularen: Of all the Jedi, why did I have to end up with Skywalker?
- Railing Kill: Bane is apparently shot dead, and falls over the railing.
- The Scapegoat: A Played for Laughs example, when the Battle Droid Commander tells the 501st that he's not the commander and the Battle Droid next to him is the commander, which Rex shoots. Then he admits that he's the commander and Rex shoots him as well.
- Stuff Blowing Up: The main firefight takes place in a room with gun emplacements and artillery charges all over, with Rex reminding his men to be careful about where they shoot when artillery charges are launched into the air while the gravity is turned off. Then, later on, fuel starts leaking into the room... and, eventually, with the room on fire and everything, the explosion that destroys the frigate originates in that room.
- Supernormal Bindings: Bane sticks Ahsoka in a pair of binders specially designed for holding Jedi by shocking them if they try to break free.
- Super Wrist-Gadget: Bane orders one of the battle droids on the bridge of the warship he's been given to slave the ship's functions to one of his wrist computers.
- This Is Gonna Suck: The battle droids are quite realistic about their chances against the Jedi, and realize they are not going to survive the fight when Cad Bane ditches them.
- Thrown Out the Airlock: Bane threatens to do this to Ahsoka in order to get Anakin to open the holocron. He then deactivates the airlock forcefield in order to distract Anakin enough to escape.
- You Have GOT to Be Kidding Me!: Admiral Yularen is incredulous about Anakin's plan to board Bane's frigate using AT-TEs.