Original Air Date: February 27, 2009
Production No.: 115 (Season 1; Episode 15)
Written by George Krstic
Supervising Writer: Scott Murphy
Series Writer: Henry Gilroy
Directed by Brian Kalin O'Connell
Key Characters: Anakin Skywalker; Ahsoka Tano; Admiral Yularen; Captain Rex
Key Locales: Ryloth
Ashley Eckstein as Ahsoka Tano
Matt Lanter as Anakin Skywalker
Dee Bradley Baker as clone troopers
Corey Burton as Mar Tuuk
Matthew Wood as battle droids and Wat Tambor
Tom Kane as Narrator and Admiral Yularen
James Arnold Taylor as Obi-Wan Kenobi
Terrence "TC" Carson as Mace Windu
Tim Brock as Medical Droid TB-2
Episode Brief: Ahsoka disobeys Anakin's orders and loses most of her squadron -- prompting Anakin to help give his Padawan a lesson in a respect for authority, and the opportunity for redemption.
"It is a rough road that leads to the heights of greatness."
Planet Ryloth invaded! Subjected
to a brutal droid occupation, the
people of Ryloth are starving
under the blockade of a Separatist
fleet. Evil Separatist leader Wat
Tambor now rules with an iron
fist. Answering a plea from the
Senate, the Grand Army of the
Republic mounts a bold offensive
to liberate the system. It is up to
Anakin Skywalker and his
Padawan Ahsoka to make way
for Obi-Wan's ground assault.
High above Ryloth, an enormous Trade Federation battleship flying Separatist colors is flanked by two Separatist frigates. Aboard, Neimoidian Captain Mar Tuuk is receiving orders from the holographic form of Emir Wat Tambor. The Skakoan Emir reinforces to Mar Tuuk that the Republic cannot invade Ryloth.
At that moment, the Resolute tunnels its way through hyperspace. At Admiral Yularen's orders, the crew prepares for battle. The flagship emerges in the Ryloth system, flanked by two other warships, the Defender and Redeemer.
The Resolute's hangar bay is a beehive of frantic activity. Pilots run to their fighters as technicians finalize launch preparations. Ahsoka readies her Jedi starfighter and astromech droid, R7-A7. This is young Tano's first time commanding a squadron. Anakin stops by to give her some words of encouragement.
Ahsoka's arrowhead-shaped fighter leads the way followed by Blue Squadron, made up of ten V-19 Torrent Interceptors. Her squadmates check in, including Axe (Blue Two), Slammer (Blue Three), Kickback (Blue Four), Tucker (Blue Five) and Swoop (Group Two Leader). The fighters soar towards the Separatist blockade. In response, Captain Mar Tuuk scrambles all droid vulture fighters.
On the bridge of the Resolute, Admiral Yularen gives Ahsoka the all clear signal to engage the blockade. The rest of the fleet will stay back while the fighters perform a first pass strafe of the enemy capital ships. Ahsoka splits her group, and charges forward with five fighters accompanying, cutting a destructive swath through the screen of enemy fighters.
Aboard the battleship, Mar Tuuk identifies the Resolute as Anakin Skywalker's flagship. He is now particularly interested in what this noteworthy adversary is capable of.
Ahsoka orders the remainder of her squadron, led by Axe, to make a run on the battleship. Axe's group of five fighters has a clear path to the enemy vessels. Mar Tuuk's been keeping a few cards up his sleeve, though. Four more frigates suddenly leap out of hyperspace, flanking the battleship.
Admiral Yularen cautions Ahsoka that it's a trap, but she stubbornly refuses to heed his warning. She's determined to make a run on the battleship. Yularen orders her to return to the flagship. With the Jedi cruisers outnumbered, the Resolute is going to need Blue Squadron's help. Anakin also tries to order Ahsoka to turn back.
Ahsoka's squadron starts to become overwhelmed. Tucker's fighter is blown away by droid fighters. The vulture fighters stream past the outnumbered Blue Squadron and begin harassing the Jedi cruisers. Ahsoka finally obeys Anakin's call to pull back.
Before Blue Squadron can return to the cruisers, the vulture droids begin suicide runs against the Republic ships. Dozens of small fighters plow into the larger warships, causing great damage. The Resolute's bridge is slammed by a vulture droid that slips past the screen of anti-fighter fire. Anakin and Yularen dive for cover, but the admiral is wounded in the blast. Anakin orders a retreat.
The trio of Republic cruisers limp away from Ryloth. The Resolute and Defender are ablaze. The Redeemer falls apart and explodes.
Ahsoka and her squadron must get aboard the Resolute before it jumps into hyperspace. Axe tries to keep up, but his fighter's power convertors start to fail. His fighter explodes. Ahsoka races back into the flagship's hangar. Only two of her squadron's original ten fighters remain. The Resolute and Defender jump to lightspeed.
In space, some distance away from the Ryloth system, the damaged cruisers come to rest. Inside the Resolute's hangar, Anakin has the remaining starfighter pilots do a headcount to determine how may pilots were lost. Anakin reprimands Ahsoka for her failure at following orders. She sits dejectedly. Her time serving under Anakin led to her disobeying direct orders, having learned from his worst examples. Still, she takes responsibility for the failure. Anakin tries to console her that it was a trap.
Captain Rex reports to Anakin that the cruisers have reached their staging area and that Mace Windu demands a progress report.
Back at the Ryloth blockade, Mar Tuuk reports his success to Wat Tambor. Tambor congratulates the Neimoidian, but warns him not to underestimate the Jedi. Mar Tuuk orders his droid underlings to bring whatever archive data there is on Anakin Skywalker to him; he wishes to study up on his opponent.
In the Resolute's war room, Anakin reports his losses to the holographic forms of Mace Windu and Obi-Wan Kenobi. Time is running short. Despite losing almost half his fighting force, Anakin must smash through that blockade. The Twi'lek people cannot wait much longer. Mace gives Anakin a day to complete this task.
In the Resolute's medical bay, Ahsoka sits with an unconscious Admiral Yularen. Ahsoka apologizes for her failure, and is called away by Captain Rex who tells her Skywalker is looking for her.
In the hangar bay, Anakin is repairing Ahsoka's Jedi starfighter with R2-D2's help. Ahsoka joins him, and he tells her they need to proceed with their attack against the blockade. Ahsoka, now shaken, doesn't believe it's possible. She questions Anakin's readiness. Anakin receives a call from the Defender. He excuses himself to take it, and orders Ahsoka back to her quarters to cool off.
Meanwhile, Captain Mar Tuuk orders his battle droids prepare for combat. He has finished studying the files on Skywalker, and is certain that Anakin will strike back.
Alarms sound aboard the Resolute. Ahsoka exits her quarters to find clone troopers running to stations. A clone passerby reports to Ahsoka that the Defender is being evacuated. The clones are rushing to the hangar to help General Skywalker.
The V-19 Torrents, clones and materiel from the Defender are being loaded into the Resolute's hangar bays. Anakin confers with Ahsoka. He credits her with the inspiration to his latest plan. He says she was right in surmising that they couldn't just smash through the blockade since too many lives would be at risk. So what Anakin is proposing is that he alone pilots the Defender into the lead battleship, taking out the enemy commander and thus leaving only easily-outmaneuvered battle droids in command.
Ahsoka still thinks it's a foolhardy, reckless plan. Anakin is leaving it up to Ahsoka to engage the remaining fleet while he remains defenseless in an escape pod after destroying the Defender. He announces to his troops that he's transferring to the Defender with R2-D2 and leaving Commander Ahsoka in charge of the Resolute.
Ahsoka reports to the war room of the Resolute. Anakin is ready to get underway. Rex and the Resolute's clone navigation officer await orders.
Back at the blockade, Emir Tambor updates Captain Mar Tuuk that intelligence reports indicate the Republic forces are too thin to mount an effective counterattack. To do so would be suicidal. Mar Tuuk still believes Anakin is coming, and relishes the opportunity to defeat such a great and storied warrior.
In the Resolute war room, Ahsoka brings Rex and the navigation officer up to speed. They are very skeptical of the attack plan's chance for success. The navigation officer makes it clear he wishes Skywalker was here to lead the charge, though he does not intend to slight Ahsoka. She nonetheless recognizes how big the shoes are that she needs to fill.
The still-smoldering Defender emerges from hyperspace over Ryloth. Anakin Skywalker hails Captain Mar Tuuk. He offers to surrender himself and the crew of his vessel in exchange for safe passage of food and medical supplies to the people of Ryloth.
Back aboard the Resolute, Ahsoka details the battle plan after Anakin's collision with the battleship. She intends to tilt the Resolute's superstructure away from the frigates, using it as a screen to launch fighters that would then outflank the remaining Separatist ships. The navigation officer is doubtful. He suggests taking time to come up with an alternative scenario, but Ahsoka cuts him off. These are her orders, and Anakin is counting on her.
Admiral Yularen returns to the bridge and backs her up. While he acknowledges that the plan is bold, but circumstances call for drastic measures. Ahsoka begins to regain her confidence.
A battle droid reports to Captain Mar Tuuk. Scans of the Defender reveal it to be heavily damaged, with all power diverted to the shield, and only one life-form aboard. Mar Tuuk realizes there is treachery afoot. The Resolute emerges from hyperspace, and Anakin guns the engines of the Defender. Ahsoka meanwhile heads off to command the fighter squadron, leaving the bridge to Admiral Yularen.
Captain Mar Tuuk orders all cannons to fire on the Defender. Anakin leaves the bridge with R2-D2 and boards an escape pod, launching free of the doomed cruiser. The frigates' broadside cannons tear into the Defender. It is ablaze as it closes the distance to the battleship. Mar Tuuk relinquishes command of the bridge to a droid as he scurries away.
The Defender pierces the centersphere of the battleship. Anakin watches the enormous explosion engulf both vessels from the safety of his escape pod. The Resolute slides into position, angling its hull so its belly faces the enemy. Its dorsal hangar doors open, launching a fountain of Y-wing bombers led by Ahsoka Tano.
The battle droids are leaderless. They order a basic attack on the Resolute. The Y-wings are joined by V-19 Torrents and flank the enemy frigates, blasting the larger ships with laser and proton torpedo volleys. The blockade has been broken.
Three Republic troop transports emerge from hyperspace. Obi-Wan Kenobi and Mace Windu have arrived to land on the planet's surface. Meanwhile, Ahsoka orders Rex to dispatch an attack shuttle to pick up Anakin's escape pod.
Trivia & Details
- The pink astromech droid, R2-KT, can be seen in the Resolute hangar bay (Read why R2-KT is so special here).
- The expanded universe has described Ryloth as a tide-locked planet -- meaning one side faces the sun all year long. If this is true, it makes Mace Windu's blockade-busting deadline of "one planetary rotation" curious, though Mace never does identify what planet he's referring to.
- Wat Tambor is revealed to have another title in addition to Foreman of the Techno Union: he is identified here and subsequent episodes as "Emir."
- The Lucky Lekku and Spaceward Ho Republic attack gunships are seen in the Resolute hangar bay. Fitting, in that they both prominently feature Twi'leks painted on them.
- The rippling circular Trade Federation viewscreen from Episode I finally makes a return appearance in this episode.
- The spinning scope device on Captain Mar Tuuk's data goggles was partly inspired by the mechanical monocle worn by a Ko-Dan fleet officer in The Last Starfighter. Originally, Mar Tuuk was to have died aboard his ship, but he proved interesting enough to George Lucas and The Clone Wars crew that his life was spared. A new scene of him leaving the bridge was added late in the making of the episode, and a line of dialogue was given to a battle droid explaining that Mar Tuuk fled in an escape pod.
"Take heart, little one. That's the reality of command." -- Anakin Skywalker
"Come on, you whiners. Let's get dirty!" -- Axe
"Did you train her not to follow orders?" -- Admiral Yularen
"We're not retreating. We're following orders." -- Ahsoka Tano
- "I can't. If something goes wrong, I can't be responsible for --"
- "You are responsible, Ahsoka. These men are depending on you, and this time, so am I." -- Anakin and Ahsoka
"In that case, I'll be going. You can still have my ship." -- Anakin Skywalker to Mar Tuuk.
Related Article Links
Video Preview A short video introduction to this episode.
Video: The Ryloth Trailer Revealed at New York Comic Con, a trailer for the collected Ryloth story-arc from episodes 19-21.
Video Commentary Dave Filoni executes a Marg Sabl closure maneuver. Really!
The Clone Wars: Covetous Wat Tambor targets Ryloth in this exclusive online comic.
A Battle Over Ryloth Begins A behind-the-scenes preview article with quotes from the director and writer.