Durd is pleased with a successful test of his new weapon, but Count Dooku demands further evidence. Durd reveals that he chose Maridun because he knew of the Lurmen population. He will target them. Durd mobilizes the troops.

Anakin begins planning: first, they'll target and destroy the droids' communication station. Then, they'll secure the shuttle and return to help the Lurmen. Ahsoka doesn't think Tee Watt Kaa will accept the Jedi's help, but Anakin will not stand idly by while the Lurmen are exterminated.

Nightfall -- a full moon lights the darkened sky. The Jedi hide in the tall grass surrounding the Separatist base. Aayla and Ahsoka sneak past the spotlights. Anakin meanwhile uses the Force to distract one of the perimeter guard droids by telekinetically drawing a rock away towards the grasses. The simple-minded droid is drawn into the grasses where he is cut down by Skywalker.

Ahsoka and Aayla scale the wall and infiltrate the base while Anakin and the clones continue to dispose of perimeter droids. Over the wall, Aayla and Ahsoka split up. Secura handles the droids while the Padawan opens the main door, letting Skywalker and the clones in, where they proceed to quietly destroy more droids.

Back at the Lurmen village, Wag Too passes on news from a scout that the Separatists are on the march.Tee Watt Kaa says there's no reason to believe the Separatists will attack. Wag Too cannot abide his father's passivity. But Tee Watt Kaa's principles are unyielding. Their pacifism has helped this society of Lurmen survive for generations.

At the Separatists outpost, the Jedi make short work of the last of the droids. Anakin heads towards the shuttle, and tells Bly and Rex to take along some shield generators. The shuttle lifts offs and heads towards the Lurmen village as day starts to break. Anakin's plan is half the team will fortify the village while the other half will evacuate the Lurmen.

The Lurmen cautiously watch the shuttle set down, but it is the Jedi that emerge, not battle droids. Aayla warns Tee Watt Kaa and the villagers that the Separatists will be here in moments. But Tee Watt Kaa remains unyielding. He says if it is the Lurmen's destiny to be destroyed in the Jedi's war, so be it.

The Jedi create a barrier of seed pods along the perimeter of their village. Atop one of the barrier pods, Rex spots the approaching droids, just minutes away. The Jedi and clones begin activating the shield generators.

The Separatist fire a defoliator shell. It impacts not far from the village and begins sending its destructive shockwave forward. The Jedi erect their shields in time, and the defoliator wave just washes against it. The Lurmen village stands intact amid a now barren field.

Durd orders his battle droids to charge. The Jedi and clones emerge from underneath the shield to meet them. Ahsoka, Aayla and Anakin charge into the thick of the oncoming droids, slicing their way through their ranks. With so many droids, some of them slip past the Jedi. Anakin orders Ahsoka back to the village to defend the Lurmen while he goes to target the defoliator.

Wag Too assembles a group of like-minded Lurmen who gather farming implements to use as weapon. Tee Watt Kaa tries to stop him, but Wag Too has had enough of his father's bullying. The chieftain watches sadly as the younger Lurmen take up arms and charge into battle.

Anakin charges the tank carrying the defoliator cannon and slices through it with his lightsaber, destroying the weapon. Durd panics. He scrambles away from his tank and runs as fast as his fat legs can carry him -- which isn't all to fast. Anakin uses the Force to lift him off the ground. Anakin reports to Rex that the weapon has been disabled.

Wag Too and his fellow villagers use their ropes to tie up battle droids, which Ahsoka then beheads. The last of the droids are destroyed. Wag Too offers the Jedi thanks, and even Tee Watt Kaa begrudgingly seconds the appreciation, but he can't help wonder at what cost this all came. Three Jedi cruisers then appear in the sky -- Admiral Yularen has found the stranded Jedi.