The Clone Wars Episode Guide: Innocents of Ryloth

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March 6, 2009

Episode Air No.: 20 (Season 1; Episode 20)
Original Air Date: March 6, 2009
Production No.: 117 (Season 1; Episode 17)

Written by Henry Gilroy
Supervising Writer: Scott Murphy
Directed by Justin Ridge

Key Characters: Obi-Wan Kenobi; Clone Commander Cody; Waxer; Boil; Numa

Key Locales: Ryloth

Dee Bradley Baker as the clone troopers
James Arnold Taylor as Obi-Wan Kenobi
Corey Burton as Commander TX-20 and Nilim Bril
Matthew Wood as the battle droids and Wat Tambor
Catherine Taber as Numa
Terrence "TC" Carson as Mace Windu
Tom Kane as the narrator

Episode Brief: To sabotage a powerful Separatist weapon, Obi-Wan and a small clone force enter an occupied town, and discover that its residents are being used as a living shield.

Full Synopsis

"The costs of war can never be truly accounted for."

Invasion! Separatist leader Wat
Tambor has taken control of the
planet Ryloth and subjugates its
people through a brutal droid
occupation. In a daring surprise
attack, Jedi Anakin Skywalker
and his Padawan, Ahsoka Tano
defeated the space blockade
guarding the planet. Now, Jedi
Generals Mace Windu and
Obi-Wan Kenobi lead a massive
invasion to liberate the starving


Kenobi has his orders. He is to lead his troops aboard Republic gunships and take the city of Nabat as a landing zone. The trio of Republic transports makes planetfall over Ryloth.

On the world's surface, in the dusty rock-carved city of Nabat, battle droids have erected a command center. A tactical droid, Commander TX-20, receives a holographic communication from Emir Wat Tambor. TX-20 reports readiness of his proton anti-aircraft cannons, which will be protected from enemy reprisal strikes since it is behind a "living shield" of captive Twi'leks, in shackles in the Nabat central courtyard. Commander TX-20 calculates that the Jedi will not risk the lives of innocents.

The transports hover high above the planet's surface and dispatch the squads of gunships into the air. Aboard the lead gunship, Kenobi and Clone Commander Cody brief their troopers. Their objective is to take Nabat intact, and to minimize damage -- no ordnance or heavy weapons. Blasters and droid poppers only. One clone, Boil, quietly grouses about these limitations to his fellow squad-mate, Waxer.

The proton cannons begin their terrible volleys at the Jedi transports high overhead. One is crippled by a direct hit to its engine section. Aboard one of the other transports, Clone Commander Ponds reports their vulnerability to General Mace Windu. Windu orders Kenobi to take out the guns so that he can safely land the transports. Thus the challenge: Kenobi's Ghost Company must disable the artillery before they can be reinforced and resupplied. The transports pull back and the gunships press forward, weathering the bursting flak that fills the sky. This is all just as TX-20 has calculated.

The gunships land in the jungles outside Nabat, and Cody's troops disembark. TX-20, anticipating the ground assault, orders his troops to prepare. Droid gunners set up bunker position on the city's outskirts, and begin strafing the jungle canopy when they see clone intruders. Kenobi and his troops are pinned. The Jedi General leads Waxer and Boil closer to the bunker, and uses the Force to help the troops lob their EMP grenades across a large distance. The droid poppers land inside the bunker and immobilize the droids in a flash of ion discharge. Ghost Company presses forward.

A battle droid informs Commander TX-20 that the perimeter has been overrun. The brainy droid orders his underlings to gather intelligence regarding the Jedi's next possible move. The Separatists dispatch small recon droids -- bulbous eyed spidery automata -- that hover away to spy on the enemy. It's a tactic mirrored by Kenobi -- before pressing forward toward the gun emplacement, Obi-Wan needs intelligence on the droid operations. Cody leads a small team of three other clones, including Wooley, Waxer and Boil, to scout ahead.

In the eerie, barren streets of Nabat, the four-man clone squad cautiously makes its way through the abandoned city. The team splits up -- Waxer and Boil head south while Cody and Wooley check the courtyard.

While Waxer and Boil creep through the empty neighborhoods, they hear a spill of gravel that puts them on alert. Meanwhile, at the courtyard, Cody and Wooley find the assembled droid forces -- dozens of battle droids supported by AAT tanks. They spot the anti-aircraft battery, as well as the Twi'lek hostages that protect the emplacement.


Kenobi has set up a temporary command post in an abandoned, shelled-out church in Nabat. Cody has returned, and is briefing Kenobi on his findings. Mace also joins the conference, via hologram. The presence of hostages at the guns complicates things, but Kenobi feels confident he can succeed in his mission. Unbeknownst to the Jedi, this gathering is secretly being monitored and transmitted by a recon droid. Commander TX-20 recognizes Kenobi, and begins researching his enemy.

Meanwhile, in the south, Waxer and Boil follow the strange sounds to an alleyway where they find a five-year-old Twi'lek girl, Numa, cowering behind some crates. While Waxer is focused on his mission, Boil can't help but wonder about her, and what they should do with her. The skittish little girl is wary of the clones as well as a recon droid that flits by. When Boil extends a hand to her, Numa chomps down on his finger.

Waxer realizes their imposing armor is probably making Numa mistake the clones for droids. He and Boil remove their helmets. Numa calms down seeing the living faces underneath. She calls them both "Nerra." The clones offer the hungry little girl a ration bar. As the clones move out, Waxer tries to get Numa to follow, but she stays put. Reluctantly, he leaves her behind and he and Boil continue their recon.

Back at the courtyard, TX-20 descends some stairs into an underground lair lined with animal pens. Inside are ferocious, hard-shelled creatures called gutkurrs. TX-20 tests his hypothesis by releasing a gutkurr. It immediately bites down on a hapless battle droid, but after tasting hard metal, spits it out. TX-20 is pleased. By starving these monsters, he has created a deadly threat to unleash against the Jedi and clone troopers.

Numa shadows Waxer and Boil as they continue their way through the village. Waxer still wonders about her wellbeing, while Boil tries to keep him focused on their mission. Numa shows a solid understanding of the neighborhood geography -- she somehow gets ahead of the clones. She leads them to a shattered structure that was once her home. The orphan girl finds just rubble inside. Waxer finds Numa's tooka doll and gives it to the girl. Numa begins to cry, and the clones try to comfort her.

Back at the church command post, the rest of Ghost Company has assembled in preparation for their strike against the courtyard. But Cody frets over Waxer and Boil's absence. He orders a sergeant to use the high-powered transmitter to contact the overdue troopers.

Commander TX-20 is still spying on the Republic command post. Seeing that Kenobi is on the move, he orders his droids to release the gutkurrs. The spitting, hissing beasts charge out from their pens and rush to the surface.

Boil receives Cody's transmission. The two trooper scouts realize they need to move out. Waxer begins brainstorming possible excuses for their tardiness or the girl's presence.


A terrified Numa warns of the gutkurrs. Waxer and Boil see two of the hideous beasts turn the bend and approach the wrecked house. The troopers hole up in the ruins, blasting away at the creatures. Their chitinous shells deflect the laser blasts. The troopers try to hold the beasts back with the door to Numa's house, but one of the creatures ends up jumping through a gaping hole in the wall left there by a previous explosion. Numa offers an escape route -- a cellar door that leads to underground tunnels. The clones dash away from the ravenous creatures.

Elsewhere in Nabat, Ghost Company is suddenly overrun by stampeding gutkurrs. The creatures charge through the clone ranks, unfazed by their weapons. Back in the courtyard, Commander TX-20 reports his successes to Wat Tambor, confident that the creatures will eliminate the Republic troops.

Obi-Wan Kenobi reaches out with the Force and draws the attention of the simple-minded beasts. The Jedi General than walks backwards, luring the enthralled creatures into a narrow crevasse capped by a stone bridge. Kenobi orders the clones to blast the bridge when the last gutkurr has entered the pass. The bridge collapses into a wall of stone, and Obi-Wan leaps away, leaving the animals trapped. Just then, a hatch in the street opens up and Waxer and Boil emerge, along with Numa. Kenobi speaks to her, able to converse in Twi'leki. Numa can lead the clones through the tunnels to the prisoner.

TX-20 is not fazed by the failure of his plan. The gutkurrs succeeded at least in thinning the clone numbers. He prepares the final attack.

Kenobi splits his forces, sending Cody and some of his troopers ahead to act as a diversion. They work their overland while Kenobi, Waxer and Boil take the catacombs into the animal pens. Obi-Wan surfaces in the courtyard and sees the assembled droid forces and the cannon emplacements. Waxer and Boil stealthily follow while Cody's troops erupt in an attack. The droids return fire to Cody's forces while Kenobi concentrates on freeing the prisoners. He cuts their bonds with his lightsabers, and the weary, frightened Twi'leks seek shelter in the now empty animal pens.

A battle droid spots Obi-Wan's rescue efforts and informs TX-20, who is in the thick of battle commanding an AAT tank. He steers his vehicle back towards the center of the courtyard. As the Twi'leks run into the underground tunnels, Numa is reunited with Nilim Bril, her uncle.

The prisoners freed, Obi-Wan redirects his attention to destroying the five cannon emplacements. Kenobi cuts through the defending battle droids and commandeers one of the cannons. Waxer and Boil serve as his gunnery crew and begin loading the heavy gun with proton shells. Kenobi fires a well-placed shot between two of the other cannons, destroying them both with an explosive blast. The clones reload the cannon as it begins repositioning to take out the other two guns. Kenobi eliminates the last of the cannons, but TX-20 destroys his gun with blasts from his AAT. The explosion tosses Waxer and Boil to the ground. Numa sees this and runs out to help her clone friends.

Impressed by the little girl's bravery, the other Twi'leks begin to rally. As TX-20 targets Kenobi with his tank turret, the droid is suddenly overrun by Twi'leks. The mob tears the droid apart.

With the artillery destroyed, the Republic transports land in Nabat. Mace Windu commends Kenobi on his success and begins to concentrate on his new objective: to take the capital city of Lessu. Waxer and Boil say farewell to Numa, who gives them a parting hug. She calls one last time to them, "Nerra!" Obi-Wan translates for the benefit of the clones. "Nerra" means "brother."

Trivia & Details

  • Kenobi's lead gunship is the "Crumb Bomber."

  • As the gunships land in the jungle clearing outside Nabat, they frighten off several gutkurr creatures that are feeding on a dead can-cell. This is a re-use of the can-cell model previously seen on Teth and Rodia.

    One of the display screens in the Separatist command center resembles the targeting grid found aboard the Millennium Falcon in A New Hope.

  • This is, production-wise, the first episode to feature the tactical droids. These droids were developed in order to showcase a more capable villain, but without creating a unique organic commander that would then need to be eliminated (like Loathsom, Lok Durd or Mar Tuuk). The modulated vocal pattern of the droid was partly inspired by the voice of Lucifer in the original Battlestar Galactica series.

  • At one point, the display screen at the Separatist command center reads, in Aurebesh letters, "COMIC RELIEF."

Memorable Quotes

- "We need to know what the droids have in store for us. Send your best men to scout ahead."
- "Will do, sir. Boil, Waxer, come with me."
- "I guess we're the best." -- Obi-Wan Kenobi, Clone Commander Cody and Waxer

"Ow! The little tail-head bit me!" - Boil

"Aw, you made a friend. Mission accomplished. Can we go now?" - Boil to Waxer about Numa

"Good. You caught her. You know, I have binders if we need them. (Waxer gives a dirty look) ... What?" - Boil to Waxer about Numa

"It's the commander! We're way overdue, Waxer. We're going to end up polishing R2 units!" -- Boil to Waxer

- "Their chances of success against us are 742 to one."
- "You had better be right."
- "I am a droid. I am always right." - Commander TX-20 to Emir Wat Tambor

"Yep. This is the about worst job in the droid army.... and it just went into overtime." -- A battle droid cleaning the gutkurr pens.

Related Article Links

Video Preview A short video introduction to the episode.

Video: The Ryloth Trilogy Trailer Revealed at New York Comic Con, a trailer for the collected Ryloth story-arc from episodes 19-21.

Video Commentary Dave Filoni discusses the genesis of the tactical droid.

Innocents Caught in the Crossfire A behind-the-scenes preview article with quotes from writer Henry Gilroy.

Tooka Doll Craft Make your own adorable tooka doll, like the kind Numa carries.

Keywords: Episode Guide, Television

Filed under: The Clone Wars

Databank: Twi'lek
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