Captain Fordo and his ARC troopers rescue Ki Adi Mundi, Aayla Secura and Shaak Ti from Grievous but leave K'Kruhk for dead. The Jedi council grants Anakin Skywalker the title of Jedi Knight, after which Senator Amidala allows him the use of R2D2 as co-pilot for his Jedi Interceptor.

Leading the third army of the Republic, General Kenobi and Commander Skywalker blow up a shield generator on Bomis Korri IV. Meanwhile, Seperatist forces move in on Outer Rim planets such as Kashyyk, Orto and Bal'demnic. As Darth Sidious launches his final operation, Obi-Wan and Anakin are send to Nilvaan, where young Skywalker disrupts a young native's right of passage by defeating a giant Horax.

Jedi Shaak Ti, Roron Corobb and Foul Moudama fight to keep Supreme Chancelor Palpatine out of General Grievous mechanical claws. Anakin finds a hidden laboratory where the Techno Union is conducting mutation experiments on Nelvaan warriors.

Shaak Ti takes a desperate stand against Grievous' Magnaguards. Anakin, surrounded by mutated Nelvaan Warriors, must destroy the geothermal crystal powering the siphon generator. Mace Windu hurries to face General Grievous. This episode's end marks the the beginning of Episode III: Revenge of the Sith.