Outnumbered, Kenobi orders a retreat. The clones blast the tunnel supports, collapsing the caverns on top of the relentless Geonosians. This deep in the caverns, the Jedi cannot get a comlink signal, so Kenobi orders two clones to backtrack to the surface and contact Ki-Adi-Mundi for reinforcements. They do not get very far before being killed by Geonosian zombies.

In the central hive, Luminara awakens to find herself pinned in a Geonosian energy trap. She sees the undulating egg-sac of the enormous, hideous Geonosian queen, Karina the Great, before whom Poggle the Lesser kneels. Anakin, Obi-Wan, Cody and the clones find the royal chamber but stay hidden, spying on the proceedings.

Kenobi and Skywalker emerge from the shadows while Cody and the clone troopers remain hidden. Obi-Wan orders the release of Luminara, who is surprised to see the Jedi. The shrieking Queen Karina refuses to recognize the Jedi's authority. She wishes not to destroy the Jedi, however. She desires to control them.

Kenobi watches, captivated, as one of the Geonosian zombies carries a small egg in his hand. From it emerges a wriggling worm -- the instrument of the Queen's mind control.

As the worm slithers onto Luminara's skin, Obi-Wan orders Cody to attack. The clones snap on their helmet lamps, temporarily blinding the dark-dwelling Geonosians. Anakin cuts through Luminara's bonds and slaps shackles on Poggle. In the scuffle to escape, Anakin knocks the worm from Obi-Wan's grip, and crushes it under his boot.

The clones blast the chamber supports, bringing tons of rubble crashing atop the Queen and her zombies. The Jedi, clones, and the bound Poggle run from the chaos, escaping up an air shaft. A great geyser of dust pushes them to the surface, where they emerge shaken, filthy, but intact.