1 00:00:20,455 --> 00:00:24,667 After suffering a series of disastrous defeats at the hands of General Grievous, 2 00:00:24,667 --> 00:00:28,171 the Republic's foothold in the Outer Rim is in jeopardy. 3 00:00:28,212 --> 00:00:31,007 Commissioned to protect the strategic world of Bothawui, 4 00:00:31,007 --> 00:00:33,384 Anakin Skywalker and his weary battle group 5 00:00:33,384 --> 00:00:37,388 are all that stands between the system and domination by the droid army. 6 00:00:43,352 --> 00:00:46,647 Among our most recent losses was the battle group at Falleen. 7 00:00:46,647 --> 00:00:50,234 The Separatist fleet commanded by General Grievous is headed your way. 8 00:00:50,234 --> 00:00:53,154 Seems like that coward always knows where and when to attack us. 9 00:00:53,154 --> 00:00:54,906 You're heavily outnumbered, Anakin. 10 00:00:54,906 --> 00:00:56,074 I advise retreat. 11 00:00:56,074 --> 00:00:56,949 If we run, 12 00:00:56,949 --> 00:00:59,035 the Separatists will take control of this sector. 13 00:00:59,035 --> 00:01:00,286 I can't let them do that. 14 00:01:00,286 --> 00:01:01,746 And that is your problem. 15 00:01:01,746 --> 00:01:03,247 Master Kenobi is right. 16 00:01:03,247 --> 00:01:04,540 We should regroup. 17 00:01:04,540 --> 00:01:06,667 - We don't stand a chance against— - Ahsoka. 18 00:01:06,667 --> 00:01:09,170 Suicide is not the Jedi way, Master. 19 00:01:09,170 --> 00:01:10,963 You should listen to your Padawan. 20 00:01:11,005 --> 00:01:13,174 As you listened to yours, my old Master? 21 00:01:13,174 --> 00:01:15,343 No, we are going to stay and fight. 22 00:01:15,343 --> 00:01:18,054 And I think I know how to beat Grievous at his own game. 23 00:01:28,981 --> 00:01:30,900 Our spies were right, General. 24 00:01:30,900 --> 00:01:34,237 The Jedi have positioned a fleet beyond the planetary rings. 25 00:01:40,368 --> 00:01:44,288 Move our ships through the asteroid field to engage them. 26 00:01:44,288 --> 00:01:46,666 Through the field, sir? 27 00:01:46,666 --> 00:01:48,501 If we attack from above, 28 00:01:48,501 --> 00:01:50,378 they will have the advantage. 29 00:01:50,420 --> 00:01:53,381 So we will go through the rocks. 30 00:02:00,930 --> 00:02:02,724 That didn't sound good. 31 00:02:02,724 --> 00:02:05,768 All power to the forward shields. 32 00:02:05,852 --> 00:02:08,229 What if they attack us from behind? 33 00:02:08,938 --> 00:02:10,189 They can't. 34 00:02:10,189 --> 00:02:12,859 The asteroids will protect us. 35 00:02:24,662 --> 00:02:26,456 Gold Squadron, tighten formation. 36 00:02:26,456 --> 00:02:28,458 Slow approach. Let's draw them in. 37 00:02:28,458 --> 00:02:29,333 Yes, sir. 38 00:02:30,043 --> 00:02:31,252 Don't worry, R2. 39 00:02:31,252 --> 00:02:33,755 Grievous is falling right into our trap. 40 00:02:42,346 --> 00:02:44,307 Resolute command to Gold Leader. 41 00:02:44,307 --> 00:02:45,641 We are standing by. 42 00:02:45,641 --> 00:02:47,351 Enemy closing to zone six. 43 00:02:47,977 --> 00:02:49,228 Patience, Ahsoka. 44 00:02:49,562 --> 00:02:52,065 Zone four. Zone three. 45 00:02:55,109 --> 00:02:58,029 General, we have a clear shot at their cruisers. 46 00:02:58,029 --> 00:03:00,740 Good. Good! 47 00:03:02,450 --> 00:03:03,618 They're right on top of us. 48 00:03:03,618 --> 00:03:04,619 Should we commence firing? 49 00:03:04,619 --> 00:03:06,871 Wait. Wait. 50 00:03:06,871 --> 00:03:10,375 Concentrate fire on the closest Republic cruiser. 51 00:03:10,375 --> 00:03:11,584 Roger, roger. 52 00:03:22,011 --> 00:03:23,262 We're outgunned. 53 00:03:23,262 --> 00:03:25,556 We're not gonna last a mynock minute out here. 54 00:03:25,723 --> 00:03:26,891 Hang on, Ahsoka. 55 00:03:26,891 --> 00:03:28,267 We've got 'em right where we want 'em. 56 00:03:30,645 --> 00:03:32,522 Watch your stabilizer, Gold Six! 57 00:03:38,528 --> 00:03:40,363 It's no good. Incoming's too heavy. 58 00:03:43,449 --> 00:03:45,201 Gold Squadron, take evasive action. 59 00:03:45,243 --> 00:03:46,119 Sir, yes, sir. 60 00:03:46,160 --> 00:03:46,911 Breaking off. 61 00:03:50,456 --> 00:03:52,583 No, R2, we're not retreating. 62 00:03:52,583 --> 00:03:54,335 Good thing you gave us that extra power. 63 00:03:58,005 --> 00:03:59,799 Let's finish them off! 64 00:04:02,969 --> 00:04:04,762 Ahsoka, they're in position. 65 00:04:04,762 --> 00:04:06,347 Unveil our little surprise. 66 00:04:06,389 --> 00:04:07,515 Right away, Master. 67 00:04:07,515 --> 00:04:09,934 Rex, old boy, it's time you joined the party. 68 00:04:09,934 --> 00:04:11,477 With pleasure, sir. 69 00:04:21,070 --> 00:04:23,197 General, we've been outflanked. 70 00:04:24,240 --> 00:04:25,825 All units, fire at will. 71 00:04:31,664 --> 00:04:33,041 Impossible! 72 00:04:33,708 --> 00:04:35,668 Forward cannon, let 'em have it. 73 00:04:42,550 --> 00:04:43,926 This is too easy. 74 00:04:50,767 --> 00:04:52,018 Get us out of here! 75 00:04:52,352 --> 00:04:54,771 Uh, where are we supposed to go? 76 00:04:57,523 --> 00:04:58,775 Uh, General? 77 00:04:59,067 --> 00:05:01,361 Well, I guess I'm in charge now. 78 00:05:20,713 --> 00:05:21,714 Grievous! 79 00:05:26,552 --> 00:05:27,887 Let's finish this. 80 00:05:28,388 --> 00:05:31,265 All batteries, target that command bucket. 81 00:05:37,730 --> 00:05:39,691 He's powering up his hyperdrive, R2. 82 00:05:39,691 --> 00:05:40,233 Hang on. 83 00:05:43,277 --> 00:05:44,654 More speed, R2. 84 00:05:46,989 --> 00:05:48,574 See what you can do about that, buddy. 85 00:05:57,166 --> 00:05:59,377 I got a bad feeling about this. 86 00:06:17,895 --> 00:06:18,896 What happened? 87 00:06:18,980 --> 00:06:21,482 You owe Rexster your skin, Skyguy. 88 00:06:21,482 --> 00:06:23,026 Just doing my job, sir. 89 00:06:23,026 --> 00:06:24,652 It was your plan that won the day. 90 00:06:24,652 --> 00:06:26,070 Grievous is AWOL, 91 00:06:26,070 --> 00:06:29,157 but his fleet of tinnies is nothing but spare parts. 92 00:06:29,949 --> 00:06:31,576 Good work, both of you. 93 00:06:31,659 --> 00:06:33,119 Where is R2? 94 00:06:33,161 --> 00:06:35,163 I'm sorry, Master. 95 00:06:35,163 --> 00:06:36,122 He is gone. 96 00:06:41,252 --> 00:06:42,837 Congratulations, Anakin. 97 00:06:42,837 --> 00:06:45,131 Your resourcefulness always amazes me. 98 00:06:45,131 --> 00:06:46,466 Thank you, Master. 99 00:06:46,883 --> 00:06:47,925 You look troubled. 100 00:06:47,925 --> 00:06:50,136 I lost R2 in the field. 101 00:06:50,136 --> 00:06:52,805 Well, R2 units are a dime a dozen. 102 00:06:52,805 --> 00:06:55,099 I'm sure you'll find a suitable replacement. 103 00:06:55,099 --> 00:06:56,976 I could take a squad out there, track him down. 104 00:06:57,018 --> 00:06:59,395 Anakin, it's only a droid. 105 00:06:59,395 --> 00:07:02,065 You know attachment is not acceptable for a Jedi. 106 00:07:02,065 --> 00:07:03,274 It's not just that, Master. 107 00:07:03,733 --> 00:07:05,526 Uh, how do I put this? 108 00:07:06,235 --> 00:07:08,404 I didn't wipe R2's memory. 109 00:07:08,404 --> 00:07:09,405 What? 110 00:07:09,405 --> 00:07:12,825 He's still programmed with our tactics and base locations? 111 00:07:12,825 --> 00:07:14,952 If the Separatists get ahold of him... 112 00:07:14,952 --> 00:07:18,414 What possessed you not to erase that droid's memory? 113 00:07:18,414 --> 00:07:19,415 Master Obi-Wan, 114 00:07:19,415 --> 00:07:23,294 sometimes R2 having that extra information has come in handy. 115 00:07:23,294 --> 00:07:26,047 Well, then find that droid, Anakin. 116 00:07:26,047 --> 00:07:28,508 Our necks might very well depend on it. 117 00:07:28,549 --> 00:07:29,425 Right away, Master. 118 00:07:41,229 --> 00:07:42,730 You ready to go, Snips? 119 00:07:42,730 --> 00:07:46,442 Master, they just delivered your replacement astromech droid. 120 00:07:46,442 --> 00:07:48,653 This is R3-S6. 121 00:07:51,739 --> 00:07:55,868 I've heard that the new R3s are far faster in thinking skills 122 00:07:55,868 --> 00:07:58,454 and more powerful than the old R2 units. 123 00:08:00,540 --> 00:08:01,791 And best of all, Master, 124 00:08:01,833 --> 00:08:02,917 he is gold. 125 00:08:02,959 --> 00:08:07,463 A gold droid for Gold Leader of Gold Squadron. 126 00:08:07,463 --> 00:08:09,424 You can't replace R2. 127 00:08:10,258 --> 00:08:12,802 Don't worry, Goldie. You'll get to know him later. 128 00:08:12,802 --> 00:08:13,761 Come on. 129 00:08:23,855 --> 00:08:24,647 There's my ship. 130 00:08:32,030 --> 00:08:32,989 R2 is gone. 131 00:08:32,989 --> 00:08:34,490 He must have escaped. 132 00:08:34,490 --> 00:08:35,950 He's got to be around here somewhere. 133 00:08:36,534 --> 00:08:38,619 R2 isn't on the scanners. 134 00:08:38,619 --> 00:08:40,121 But there is a ship out there. 135 00:08:47,211 --> 00:08:49,088 Looks like a Trandoshan scavenger, 136 00:08:49,088 --> 00:08:51,257 probably combing the battlefield for salvage. 137 00:08:51,841 --> 00:08:53,176 The historical texts say... 138 00:08:53,176 --> 00:08:55,470 Archive texts can only teach you a part of the picture, 139 00:08:55,470 --> 00:08:56,387 my young Padawan. 140 00:08:56,387 --> 00:08:58,973 You'll learn a lot more through some hands-on experience. 141 00:09:07,565 --> 00:09:10,735 Ugh! What's that smell? 142 00:09:12,487 --> 00:09:13,654 You'll get used to it. 143 00:09:21,371 --> 00:09:23,623 Hey, we'd like to buy a droid. 144 00:09:23,623 --> 00:09:24,499 You sellin'? 145 00:09:39,055 --> 00:09:41,015 We're looking for an R2 unit. 146 00:09:41,015 --> 00:09:42,642 You happen to pick up any recently? 147 00:09:42,642 --> 00:09:44,686 An "R" series? 148 00:09:44,686 --> 00:09:47,897 No, no, not for a long time. 149 00:09:47,897 --> 00:09:52,235 Pookums here really has her heart set on another R2. 150 00:09:52,235 --> 00:09:53,653 She lost the last one. 151 00:09:53,653 --> 00:09:54,821 Pookums? 152 00:09:54,862 --> 00:09:56,239 Oh, brother. 153 00:09:56,239 --> 00:09:58,658 Nice R3 unit. 154 00:09:58,700 --> 00:10:01,160 Trade for a C-14? 155 00:10:01,452 --> 00:10:03,329 Not on your life, lizardo. 156 00:10:03,329 --> 00:10:05,248 Now let's see how much I have here. 157 00:10:06,124 --> 00:10:07,500 I tell you what. 158 00:10:07,500 --> 00:10:11,546 I may have an R2 unit buried somewhere in the hold. 159 00:10:13,840 --> 00:10:16,300 Help yourself. But be careful. 160 00:10:16,300 --> 00:10:19,887 There are many, um, unique items down here. 161 00:10:38,364 --> 00:10:39,490 Master? 162 00:10:43,536 --> 00:10:46,581 These must be the unique items we were warned about. 163 00:10:46,581 --> 00:10:49,250 These assassin droids can be very unpredictable. 164 00:10:49,250 --> 00:10:50,334 They're switched off. 165 00:10:50,334 --> 00:10:51,794 They don't look so tough to me. 166 00:10:51,878 --> 00:10:53,421 Nothing looks tough to you. 167 00:10:53,421 --> 00:10:55,757 Take my word for it, they're deadly. 168 00:11:01,846 --> 00:11:05,391 R3, access the computer and find the inventory manifest. 169 00:11:05,391 --> 00:11:07,435 R2's gotta be around here somewhere. 170 00:11:13,566 --> 00:11:15,735 - Did you hear that? - Hear what? 171 00:11:15,735 --> 00:11:18,488 - That sounded like R2. - How can you tell the difference? 172 00:11:18,488 --> 00:11:19,739 It came from down here. 173 00:11:19,739 --> 00:11:21,324 R3, get this open. 174 00:11:25,411 --> 00:11:26,829 We don't need the lights on! 175 00:11:26,829 --> 00:11:28,706 No, Goldie. The hatch. 176 00:11:28,748 --> 00:11:30,541 Never mind. I'll do it myself. 177 00:11:44,430 --> 00:11:45,306 Master! 178 00:11:50,395 --> 00:11:52,355 Goldie, shut these droids down! 179 00:11:56,234 --> 00:11:58,861 I'm afraid R3 is a little slow on the uptake. 180 00:12:17,380 --> 00:12:19,215 Back at you, piston head. 181 00:12:32,854 --> 00:12:35,440 You were right about the hands-on experience, gramps. 182 00:12:35,440 --> 00:12:37,150 Much better than the archives. 183 00:12:37,150 --> 00:12:38,568 Good job, but you missed one. 184 00:12:43,614 --> 00:12:45,491 As for you, Stubby, 185 00:12:45,491 --> 00:12:47,535 you'd make a poor excuse for a light switch. 186 00:12:48,953 --> 00:12:50,621 I'm sure he did his best. 187 00:12:50,621 --> 00:12:51,831 His best to get us killed? 188 00:12:51,956 --> 00:12:54,042 R2 would have never made that mistake. 189 00:12:54,917 --> 00:12:57,003 R3 can't even get the door open. 190 00:12:59,881 --> 00:13:01,507 A little late, Stubby. 191 00:13:04,719 --> 00:13:08,639 If you didn't have a lightsaber, you'd be a dead man. 192 00:13:09,057 --> 00:13:10,183 Where's my droid? 193 00:13:10,183 --> 00:13:11,476 Master, what are you doing? 194 00:13:11,476 --> 00:13:12,977 R2's not here. 195 00:13:17,023 --> 00:13:18,316 Let's get out of here. 196 00:13:18,983 --> 00:13:22,236 I told you there were no R2 droids down here. 197 00:13:23,404 --> 00:13:25,198 Look at this mess you made! 198 00:13:25,698 --> 00:13:27,784 You owe me, Jedi. 199 00:13:30,578 --> 00:13:33,790 You'll be sorry you ever came aboard my ship, Jedi. 200 00:13:33,790 --> 00:13:37,126 I'm about to make your life miserable. 201 00:13:37,418 --> 00:13:38,753 What is it? 202 00:13:38,753 --> 00:13:41,756 I'm en route to the rendezvous point, General. 203 00:13:41,756 --> 00:13:45,009 I've got the merchandise you were looking for. 204 00:13:47,637 --> 00:13:49,305 It must be valuable. 205 00:13:49,305 --> 00:13:52,100 A Jedi came looking for it. 206 00:13:52,100 --> 00:13:56,020 Maybe it is worth more than we negotiated. 207 00:13:56,020 --> 00:13:58,022 Don't push me, slime. 208 00:13:58,022 --> 00:14:01,609 You bring that R2 unit to me as fast as you can get here... 209 00:14:01,609 --> 00:14:03,236 or else... 210 00:14:03,236 --> 00:14:05,947 Ah, yes, of course, General. 211 00:14:05,947 --> 00:14:07,073 Just kidding. 212 00:14:11,411 --> 00:14:15,164 We have to assume that R2 was destroyed in the explosion that claimed your ship. 213 00:14:15,623 --> 00:14:16,416 Yes, Master. 214 00:14:16,582 --> 00:14:17,875 Our intelligence has confirmed 215 00:14:17,875 --> 00:14:20,670 that Grievous' spies have been intercepting our transmissions. 216 00:14:20,753 --> 00:14:23,923 He must have some sort of secret listening post out there somewhere. 217 00:14:24,298 --> 00:14:26,384 That would explain how he's been able to ambush our fleets. 218 00:14:26,759 --> 00:14:28,469 Split up your squadrons, Anakin. 219 00:14:28,469 --> 00:14:30,972 Find that base and destroy it. 220 00:14:30,972 --> 00:14:32,640 It's as good as done, Master Kenobi. 221 00:14:33,016 --> 00:14:34,767 May the Force be with you both. 222 00:14:38,187 --> 00:14:39,105 I'll sweep the outer corridor 223 00:14:39,105 --> 00:14:41,315 while the rest of your ships focus on the center. 224 00:14:41,524 --> 00:14:43,151 Are you sure you want to go alone? 225 00:14:43,276 --> 00:14:46,279 I'm sure. More than one fighter will just draw too much attention. 226 00:14:46,362 --> 00:14:47,155 Yes, sir. 227 00:14:47,405 --> 00:14:50,199 Master, you'll need a droid to help you navigate. 228 00:14:50,616 --> 00:14:51,909 I think Stubby is defective. 229 00:14:52,368 --> 00:14:53,703 Give him another chance, Master. 230 00:14:54,120 --> 00:14:58,124 This is the perfect time for you and him to, you know, bond. 231 00:15:01,544 --> 00:15:02,378 All right. 232 00:15:03,379 --> 00:15:04,380 Come on, Stubby. 233 00:15:26,152 --> 00:15:27,945 May the Force be with you, Master. 234 00:16:23,543 --> 00:16:26,254 Removed your restraining bolt, have you? 235 00:16:26,254 --> 00:16:27,964 What were you up to? 236 00:16:30,842 --> 00:16:33,636 R3, have you verified those coordinates on the search grid? 237 00:16:39,058 --> 00:16:40,435 Okay, let's see what we can find. 238 00:16:40,810 --> 00:16:42,311 Activate long-range scanners. 239 00:16:47,066 --> 00:16:48,317 No, not the tracking beacon! 240 00:16:48,609 --> 00:16:50,361 Shut it down, R3. Shut it down! 241 00:16:54,699 --> 00:16:56,659 That's Master Skywalker's tracking beacon. 242 00:16:57,035 --> 00:16:57,869 What's he doing? 243 00:16:58,286 --> 00:17:00,496 Rex, get a hold of as many men as you can. 244 00:17:00,747 --> 00:17:01,581 Right away, sir! 245 00:17:06,836 --> 00:17:09,380 There's our Jedi tracking beacon. 246 00:17:10,840 --> 00:17:15,553 Skywalker, now you have fallen into my trap. 247 00:17:15,970 --> 00:17:17,388 Why do I have to do everything? 248 00:17:20,266 --> 00:17:21,893 Let's hope Grievous didn't hear that. 249 00:17:25,897 --> 00:17:27,148 Yeah, he heard it. 250 00:17:30,943 --> 00:17:32,028 Time to leave. 251 00:17:34,572 --> 00:17:36,866 Plot a course out of here and prep the hyperdrive engines. 252 00:17:41,371 --> 00:17:42,246 What are you doing? 253 00:17:42,246 --> 00:17:43,831 I said, "prep them", not, "drop them." 254 00:17:52,632 --> 00:17:53,925 Where's R2 when I need him? 255 00:17:54,258 --> 00:17:55,885 Launch everything we have. 256 00:17:56,135 --> 00:17:59,430 Sir, it's only one fighter. He can't escape. 257 00:17:59,639 --> 00:18:00,723 Everything! 258 00:18:14,487 --> 00:18:16,364 I know, I know! Missiles. 259 00:18:16,864 --> 00:18:18,241 I hate missiles. 260 00:18:18,241 --> 00:18:20,034 We're going on the offensive, R3. 261 00:18:20,034 --> 00:18:21,411 Get ready to cut the engines. 262 00:18:22,829 --> 00:18:24,205 Will you just do what I tell you? 263 00:18:30,461 --> 00:18:31,838 Hit the stabilizers, R3. 264 00:18:37,593 --> 00:18:39,345 Hey, that was clever. 265 00:18:39,554 --> 00:18:40,596 Silence! 266 00:18:40,638 --> 00:18:43,433 Move the cruisers into attack position. 267 00:18:45,518 --> 00:18:46,477 All right, R3. 268 00:18:46,477 --> 00:18:48,855 Let's get turned around before those fighters catch up to us. 269 00:18:58,364 --> 00:19:01,034 You know, if this ship blows up, you go with it. 270 00:19:03,244 --> 00:19:05,163 What do you mean, the laser guns won't fire? 271 00:19:10,877 --> 00:19:13,546 Cargo bay doors open. You better get inside. 272 00:19:13,546 --> 00:19:16,966 I'd love to, but R3's having a problem with the engines. 273 00:19:24,015 --> 00:19:26,934 Destroy those ships! Don't let them get away! 274 00:19:27,769 --> 00:19:29,520 Let's give him some cover, boys. 275 00:19:29,562 --> 00:19:30,480 Yes, sir! 276 00:19:37,653 --> 00:19:39,238 Steady. Almost there. 277 00:19:41,115 --> 00:19:43,284 I'm inside. Now let's get out of here, Ahsoka. 278 00:19:43,659 --> 00:19:44,952 Power it up, Rex. 279 00:19:44,952 --> 00:19:47,663 We're going right between those tin cans. 280 00:20:01,427 --> 00:20:02,595 Hit it, Rex. 281 00:20:08,142 --> 00:20:09,811 Uh... they got away, Sir. 282 00:20:19,195 --> 00:20:20,071 Hey, Goldie. 283 00:20:20,071 --> 00:20:22,490 What did you think of your first adventure? 284 00:20:22,490 --> 00:20:23,616 I'll tell you what I think. 285 00:20:23,950 --> 00:20:25,535 I think I'm lucky to be alive. 286 00:20:29,539 --> 00:20:31,666 Great, now you hurt his feelings. 287 00:20:31,833 --> 00:20:34,001 His feelings? What about R2? 288 00:20:37,672 --> 00:20:39,799 He's still out there. I know it.