The Clone Wars Episode Guide: Weapons Factory

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November 13, 2009

Episode Air No.: 28 (Season 2, Episode 6)
Original Air Date.: November 13th, 2009.
Production No.: 208 (Season 2, Episode 8)

Written by Brian Larsen
Supervising Writer: Drew Z. Greenberg
Directed by Giancarlo Volpe

Key Characters: Ahsoka Tano, Anakin Skywalker, Luminara Unduli, Barriss Offee, Clone Captain Rex, Poggle the Lesser, TX-21

Key Locales: Geonosis

Olivia d'Abo as Luminara Unduli
Ashley Eckstein as Ahsoka Tano
Matt Lanter as Anakin Skywalker
Meredith Salenger as Barriss Offee
Dee Bradley Baker as the clone troopers
Matthew Wood as the battle droids and Poggle the Lesser
Tom Kane as the narrator and tactical droid

Episode Brief: Luminara and Anakin act as decoys to divert new enemy super tanks, while Padawans Barriss Offee and Ahsoka attempt to destroy a Separatist droid factory.

Full Synopsis:

"No gift is more precious than trust."

The final surge. Having learned of warlord
Poggle the Lesser's plot to rebuild a
Separatist droid foundry on Geonosis, Jedi
Knight Anakin Skywalker and his Padawan,
Ahsoka Tano, prepare to assault this heavily-
fortified installation. Their mission: destroy the
factory at all costs. Anticipating stiff resistance,
Republic commanders send Jedi Master
Luminara Unduli and her Padawan, Barriss
Offee, to reinforce the attack. But time runs
short for our intrepid heroes as the dreaded
droid mill nears completion....


The Republic advance on the massive Geonosis foundry continues. Anakin Skywalker's forces are the vanguard -- his troops, combined with those of Ki-Adi-Mundi's stand ready within the shattered shell of a communications bunker, awaiting orders to press forward against the immense spire-topped factory. Anakin and Ahsoka brief their troops on an approach that will require their forces to cross a bridge spanning an immense canyon. It will be a difficult assault, as the bridge forms a natural bottleneck that concentrates the clones into an easily targeted cluster.

In contrast to the spirited and undisciplined approach favored by Skywalker and his apprentice is the measured and methodical demeanor of Luminara Unduli and her Padawan, Barriss Offee. This new duo arrives via gunship along with their clone forces (including eager troops Draa and Buzz) and meets with Skywalker and Tano. Unduli has warned Barriss of the unorthodox pair. Offee, ever dutiful, bows deeply as she meets Ahsoka, much to Tano's surprise.

Luminara fears Anakin's forceful frontal assault will be too difficult, and provides an alternative. Geonosian nests are built atop labyrinthine catacombs. The droid factory is situated near enough a canyon that the catacombs are accessible by cutting through the canyon wall. Once inside, a small team could plant explosives in the foundry reactor. In preparation for this mission of sabotage, Barriss Offee has memorized all 200 junctions of the mazelike warren.

Luminara suggests that she and Skywalker use the clone army to distract the Geonosians within the spire while the Padawans carry out the sabotage mission. To truly lure the droids out of their headquarters, the Jedi will have to march their forces out, parade-style, across the bridge. Anakin is hesitant, for he worries that Ahsoka is not prepared to undertake an unsupervised assignment such as this. The independent-minded Ahsoka does not fret, especially given how much faith Luminara exhibits in her Padawan's abilities. Luminara equips the apprentices with synchronized chronometers to keep track of them.

Inside the foundry, Poggle the Lesser and the tactical droid TX-21 monitor the factory's efficiency. It is operating at 50 percent capacity, but it has already churned out ten garrisons of new troops ready to deploy. Their new weapon, super tanks capable of repelling Republic artillery, approaches operational status as well.

The Republic forces march toward the bridge and are immediately swarmed by battle droids and Geonosians. As the armies tangle on the surface, Barriss and Ahsoka climb down to the dry riverbed of the canyon. Barriss cuts a passageway into the catacombs, and leads the way into the darkness.


Ahsoka and Barriss skulk through the darkened catacombs, trying to avoid Geonosians sentries. They stumble into a den of sleeping Geonosians, creeping past the eerily snoozing drones. A dead end gives Barriss momentary doubt, but she soon recalls the correct direction.

On the surface, the infantry battle intensifies. Clone AT-TE tanks provide heavy firepower to cut through droideka squads. At TX-21's prompting, Poggle the Lesser allows 20 of the experimental super tanks to roll into combat. Anakin orders Rex to fire on the new targets, but the clone artillery has no effect on the ray-shielded armor. Skywalker sees his chronometer chirp. According to plan, Ahsoka and Barriss would have reached the power plant by now. The super tanks return fire, wiping out the Republic artillery line.

Inside the power plant, there is a complication. Though Ahsoka and Barriss have made their way to the foundry reactor, their approach has been spotted by a Geonosian spy. The spy has informed Poggle, who orders TX-21 to dispose of the intruders.

The tactical droid deploys winged Geonosian warriors as well as a super tank into the reactor room. The Geonosians dispose of the few explosives that the Padwawans have set. Ahsoka destroys TX-21 with an explosive that puts barely a scratch on the adjacent tank.


The super tank bombardment tears through the Republic armor. AT-TEs collapse under a withering assault. Luminara and Anakin order their troops to fall back, drawing the tanks onto the bridge.

Meanwhile, in the reactor core, Barriss and Ahsoka valiantly defend themselves against overwhelming odds. Ahsoka is tossed aside by a flying Geonosian. She hits the reactor station hard, and is knocked unconscious. Having removed all the explosives, the Geonosians scatter into access hatches. Barriss is left alone to face the super tank by herself.

On the surface, the super tank phalanx rumbles over the stone bridge as Anakin and Luminara acrobatically climb to the bridge's underbelly. They swing hand-over-hand over the precarious height, affixing thermal detonator explosives at key points as they make their slow progress. Crossing the span, the two Jedi emerge on the opposite end, behind the tanks. Anakin triggers the remote detonator. Explosions tear through the bridge, and the span collapses, taking the tanks into the canyon.

Anakin's triumph is soon clouded by his concern for the Padawans. According to his chronometer, the reactor bombs should go off at any moment, and yet there is no sign of the apprentices. Evacuation ships are on their way to clear the area of what promises to be a resounding explosion. The heavy gates to the foundry open and a fresh wave of battle droids emerge.

In the reactor room, Barriss leaps atop the super tank and cuts her way into the armored vehicle and slices through the droid pilots. Ahsoka awakens to see Barriss piloting the tank. They are unarmed and seemingly incapable of completing their mission. Ahsoka improvises: the tank could destroy the generator, but would not be able to escape the explosion. Barriss grimly concedes that this is their only options. Ahsoka briefly comms Anakin to let him know that she cannot leave the foundry. She then cuts off communications, and the Padawans train the tank cannons on the reactor.

Anakin and Luminara watch on with shock as the entire foundry collapses in a chain of explosions with their apprentices caught inside. An immense dust cloud envelops the blast site. Later, when it clears, Anakin and Luminara stand before the smoldering blast crater. Anakin tries to contact Ahsoka via his comlink. The agitated Skywalker is determined to find his apprentice, but Luminara is much more accepting of the fates. Skywalker orders the tank lifters to clear the debris.

Under tons of rubble, in the darkened control cabin of their trapped tank, Ahsoka and Barriss illuminate the darkness with the twin glows of their lightsabers. Ahsoka uses one of the tank's smaller power cells to boost the signal on her wrist comlink.

Anakin's fierce determination does not wane. The lifters peel off layers of wreckage from the crater. He suddenly gets a pulse on his comlink on Ahsoka's channel. He redirects the clean up efforts. Rather than wait for the heavy machinery, Anakin and Luminara use the Force to lift the debris. Sunlight streams into the shattered tank hull and Ahsoka and Barriss realize they're saved. They emerge, shaken and coughing, and are reunited with their mentors.

Trivia & Details

  • Though their names are not spoken in this episode, two of Luminara Unduli's clone troopers are Buzz and Draa. In the script, Draa is given the line, "Buckle your belts and check your cells, soldiers. We're going in."

  • The dialogue spoken by Anakin and Ahsoka during the briefing but barely heard underneath lines spoken by the approaching Barriss and Luminara are (Ahsoka) "Did you listen to what I was saying? I was saying the same things you were saying." (Anakin) "Yeah, but when I say it they actually listen to me."

  • TX-21 has bug-like markings on his armored skin, fitting his role as a Geonosian tactical advisor.

  • The nose-art on Luminara's gunship has a clone trooper quite literally giving Count Dooku the boot.

Memorable Quotes

- "You know, Master, my briefings might go better if you didn't interrupt me every time I tried to--"
- "I wasn't interrupting. I was trying to help you."
- "Which I would appreciate... if you didn't interrupt me to do it." -- Ahsoka and Anakin, interrupting each other.

"Stupid green bugger!" -- Ahsoka to a Geonosian drone.

- "Whatever you're doing, I hope it works because I'd sure rather have died fighting up there than starve to death down here."
- "Don't worry. We'll run out of air long before we starve."
- "That's a comforting thought." -- Barriss and Ahsoka trapped in a tank

"It's not that I gave up, Skywalker, but unlike you, when the time comes, I am prepared to let my student go. Can you say the same?" -- Luminara Unduli

Keywords: Episode Guide, Television

Filed under: The Clone Wars

Databank: Offee, Barriss
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