A Quarren attacker twists Anakin's helmet loose, leaving the Jedi warrior to drown in the depths. His helmet sinks deeper into the darkness. Anakin desperately holds his breath.

Ahsoka, driving a Devilfish OSM, catches Anakin's life-giving mask and returns it to her Master. "I had it under control, Snips..." wheezes Anakin.

Elsewhere, Padmé Amidala has located an injured Senator Tills at the base of the palace, and needs help escorting her to safety. Anakin orders Ahsoka to protect the prince while he goes to rescue the Senators.

Ahsoka arrives just in time to save Prince Lee-Char from Riff Tamson. She gives the prince a ride aboard her submarine, barely outswimming the determined Tamson. She dives into a network of tunnels, and the pursuit is joined by aqua droids. Ahsoka defeats them by deliberately letting go of her sub, crashing it into the droids.

The aqua droids and Quarren pull back from the Mon Cala city, taking position in the coral. It appears the Republic has won the first round of combat, but Kit Fisto believes the Separatist enemy is amassing for another assault.

Above the waves, Separatist landing ships drop special payloads into the oceans. They are secret weapons delivered from the Karkarodon homeworld -- cybernetic organisms called Hydroid Medusas.

Senator Meena Tills is reunited with Prince Lee-Char. She implores the young leader to draw up plans demanding a Quarren surrender. The prince does not believe the Quarren would capitulate so quickly. The Jedi correctly believe the real battle is only just now starting.

The immense mechanical jellyfish arrive at the battle-scarred city. Prince Lee-Char marvels at their size -- the Mon Calamari have no defense against such strange weapons.

Kit Fisto rallies the clones and Mon Calamari troopers, and at Prince Lee-Char's order, they begin their attack. The electrified Hydroid Medusas are merely the first wave; behind them swim Riff Tamson and his legion of aqua droids.

The Mon Calamari are overwhelmed. Ahsoka asks Prince Lee-Char to make a retreat. He wants to be brave and continue fighting, but he follows Captain Ackbar's advice to live to fight another day. Lee-Char leads Ahsoka to the caves.

The Separatists are victorious. Nossor Ri and his Quarren arrive late to the battle. Riff Tamson is furious. Tamson threatens Nossor Ri to never disobey a command or else face death.

Prince Lee-Char is saddened by the loss of the city, and does not think himself worthy of carrying the crown. But Captain Ackbar encourages him, explaining that the prince may have learned a painful lesson in war, but it is a vital lesson.