The Clone Wars Rewatch: Beware the “Brain Invaders”

Ahsoka is on her own with a difficult choice and the fate of the galaxy in her hands.

To celebrate the 10th anniversary of Star Wars: The Clone Wars, and the all-new episodes coming thanks to #CloneWarsSaved, we’re undertaking a full chronological rewatch of the five original seasons, The Lost Missions, and the theatrical release. We’d be honored if you would join us and share your thoughts on the award-winning series.

35: “Brain Invaders” (Season Two, Episode 8)

“Attachment is not compassion.”

A scene from "Brain Invaders."


While the Jedi Knights transport Poggle the Lesser as a prisoner to Coruscant, Padawans Barriss Offee and Ahsoka Tano are dispatched to escort a medical frigate to its destination. But when Geonosian brain worms take control of the clone troopers aboard their supply ship, Ahsoka and Barriss must stop the vessel from unleashing the deadly plague upon the galaxy.

A scene from "Brain Invaders."


Clones betraying and trying to murder the Jedi. A Jedi turning against one of their own. These are the shadows of things to come, in the future of the galaxy and when parasitic brain worms invade a supply ship.

A scene from "Brain Invaders." A scene from "Brain Invaders."

With her master far away and Barriss as well as many of the clones plagued by the infection, Ahsoka is largely left to her own devices. In a battle with her beleaguered friend, she must make the most difficult decision of all: fulfill Barriss’s plea to put her out of her misery by ending her life, or trust that the actions she’s taken to contain and kill the brain worms will be successful.

If Ahsoka is wrong, it means endangering the galaxy, unleashing the deadly plague currently contained aboard the small ship. But Ahsoka, plainly, couldn’t bring herself to kill her friend.

A scene from "Brain Invaders."

In the medical bay, recovering from the traumatic ordeal, Ahsoka is plagued by doubt over her choices. But in a touching moment of compassion and kindness, Anakin allays those fears, consoling his Padawan by assuring her that she trusted her instincts and did what she thought was best.

A scene from "Brain Invaders."

When any big decision presents itself in life, it’s tempting to think there’s only one right choice. We can be paralyzed by fear and doubt about making the wrong decision. But as Anakin demonstrates, and as Star Wars teaches us again and again, trusting in your instincts will lead you to a solid course of action.

And most of the time, there’s no real wrong choice. Right and wrong, after all, are subject to your point of view.


  • Look closely at the Padawans’ pillows. The pillow cases are printed with the Republic cog logo, which is also emblazoned on the clones’ undersuits.

What did you think of the episode? Tell us in the comments below and share on social with #CloneWarsRewatch!

Next up: Come back next Thursday when Jedi Master Eeth Koth is taken hostage and tortured by General Grievous in “Grievous Intrigue.”

Associate Editor Kristin Baver is a writer and all-around sci-fi nerd who always has just one more question in an inexhaustible list of curiosities. Sometimes she blurts out “It’s a trap!” even when it’s not. Want to talk more about The Clone Wars? Hop on Twitter and tell @KristinBaver what you thought about today’s episode.

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