With the Clone army stretched in a desperate attempt to engage General Grievous' starfleet, Separatist planets that were thought secure are now rising up against the Republic. On Geonosis, Separatist leader, Poggle the Lesser, safe in his newly ray-shielded factories, creating thousands of terrible new weapons which march off the assembly line against the outnumbered Clone army. The Jedi, Anakin Skywalker (Kenobi)and her husband, Obi-Wan Kenobi Resolute in their effort to restore order to the Republic, mount a massive invasion to retake Geonosis and shut down Poggle's factories of terror once and for all.

"I cannot believe we're back here again," Obi-Wan said as he stood on the bridge of the Resolute with Ki-Adi Mundi, a Cerean Jedi Master standing next to him.

"It is unfortunate," Ki-Adi Mundi said, agreeing with his fellow Jedi Master, "The resistance from the native Geonosians was stronger than we anticipated."

"The same can be said for their loyalty to Count Dooku," Obi-Wan added.

"A fact that is often overlooked," Ki-Adi agreed.

"You're late," Obi-Wan said to Anakin as she and Ahsoka approached them.

"Sorry, Master," Anakin responded but in her mind she thought 'sorry, honey.' "Ahsoka and I were busy routing the Seppies near Dorin."

"My squadron alone had 55 kills," Ahsoka argues with her master about how many battle droids their respective squadrons of the 501st Clone battalion killed.

"Yeah but mine had 76," Anakin argued back.

"Show-off," Ahsoka scoffed, turning her head away from them.

"Well, I'm glad you two are enjoying yourselves," Obi-Wan told his wife and her padawan.

"Hey, it's just a little friendly competition, Master. Nothing to worry about," Anakin reassured her husband.

"What I worry about is the way this war seems to be drawing out with no end in sight," Obi-Wan said, touching the edge of his beard on his chin.

"Which is why it is crucial our invasion of Geonosis meets with success," Ki-Adi added.

"Agreed," Anakin agreed with the Cerean before turning to her Togruta padawan "Ahsoka, contact the Outer Rim Command. We're ready for our briefing."

"They're already waiting for us," Ahsoka said, turning to them.


"Our ships are in position, and we are ready to begin our campaign against the Geonosians," Obi-Wan said as he contacted Yoda, Mace Windu, Chancellor Palpatine and Luminara as holograms of them appeared before them in the control center.

"And what about Poggle? Any report on his location?" Mace asked

"It seems he's holed up at the primary droid foundry here," Obi-Wan reported as a hologram of a droid factory appeared, "The factory is protected by a shield generator. Anakin, Ki-Adi, and I shall attempt a three-pronged attack through their defense lines to a staging area just short of the shield. Once we have landed, we shall knock out the shield generator. That is our primary target."

"Isn't it risky committing three generals to one area of the attack?" Palpatine asked with worry, "If something went wrong, we could be dealt a serious blow."

"To ensure that rise again Geonosis does not, capture Poggle we must," Yoda explained to Palpatine, reassuring the chancellor they have no other choice or else the planet would rise up again.

"Of course," Palpatine said, understanding what the Jedi Grandmaster meant, before turning to Anakin, Obi-Wan and Ki-Adi, "As always I shall leave the strategy to you, Master Jedi."

"Our thanks, Chancellor," Obi-Wan said, thanking Palpatine.

"May the Force be with you," Mace said, wishing them luck before the holograms of Mace, Yoda and Palpatine turned off leaving only Luminara's hologram active.

"Good, Cody," Obi-Wan said as Cody and Rex walked into the room with another Clone, "These are the coordinates for the rendezvous."

"Yes, Sir," Cody said before explaining the plan, "When we hit the ground we'll create a perimeter there. Getting past their defenses here will be the trick. General Mundi will come across the defensive lines from the north. we will make our assault through the middle. General Skywalker will make her attack on the defensive lines from the south, and we will meet at the rendezvous point at 0700 exactly."

"If we meet with strong resistance and are forced down away from the landing zone, hold out until we join our forces before attacking the shield generator," Ki-Adi added.

"Their front lines are heavily fortified," Ahsoka told them, "Look at that giant wall with all the gun emplacements. That won't be easy to get past."

"Don't worry we're not going anywhere near that," Anakin told her padawan.

"Come now. What happened to all the enthusiasm I saw earlier?" Obi-Wan asked her.

"Don't worry about us," Anakin reassured her husband as she places her hand on his shoulder, "You just make sure you get yourself to that landing zone in one piece."

"Yes," Obi-Wan responded, "I shall be waiting for you when you finally arrive."

"If you two are quite finished, we have a battle to begin," the hologram of Luminara reminded them.

"Quite right," Obi-Wan agreed before turning to his clone commander, "Cody, prep the gunships I'll meet you in the hangar."

"Yes, sir," Cody said.


"So, Cody, did you take part in the first battle of the war?" Obi-Wan asked Cody as they were walking towards a gunship in the hanger.

"No, sir, I wasn't involved in the first assault on Geonosis," Cody answered.

"Well, you didn't miss much," Obi-Wan told him as he boarded the gunship, "Last time I was chained to a pole, and attacked by several humongous monsters."

"That sounds... entertaining," Cody said, not sure of what to say.

"It was... for the Geonosians," Obi-Wan stayed before the door of the gunship closed and flew down towards the planet along with other gunships, some were transporting AT-TEs on the bottom of the gunships.

The geonosians started firing on them with a cannon and they fired back and soon destroyed one gunship and Geonosian gunships swooped down firing at them and the clones in the republic gunships fired back as the geonosian gunships flew past one of them and the cannon fired at them again and then a Y-wing flew towards the cannon and fired at both the Geonosian operating the cannon and the cannon.


"We all ready, Rex?" Anakin asked her second in command of the 501st Clone battalion as she and her Padawan boarded the gunship Rex and another clone was already on and held onto a hanging strap.

"Yes, Ma'am. General Kenobi is already under way," Rex answered the female Jedi Knight as he placed his helmet back on his head.

"Well, he's got a head start. We'll have to catch up," Anakin said before the gunship lifted off and flew out of the hanger alongside other gunships, some even carrying AT-TEs as well.


Geonosians continued to shoot at the Republic gunships as they passed by them, mostly missing them.

"Good thing those bugs can't aim," one of the clones on the gunships remarked.

Then suddenly the gunship explodes after getting shot by the Geonosians.

Meanwhile on the Gunship that Anakin, her padawan and Rex were on was firing at Geonosian ships that flew by them when it was suddenly shot and went crashing towards the ground and crash landed on the ground of Geonosis, while one of the clone contacted Ki-Adi's clone only for the signal to get lost mid way.

"Come on. Get up. We have to keep moving," Anakin told the Clones that she and her padawan was with before removing the damaged door from the crash gunship they were in.

Both Anakin and her padawan immediately ran out of the gunship, grabbed their lightsabers and activated them as they ran towards the battlefield using their lightsabers to deflect the blaster fire from the Geonosians and Battle droids, meanwhile Clones followed and hid for Cover as they began to shoot at the Geonosians.

As Anakin rushed towards a Battle droid she slashed it in its head with her lightsaber. She dice rolled as she used her lightsaber to slash another battle droid.

"They're falling back. Come on!" Ahsoka urges the clones as she deflected the blaster bolts coming towards her from the Geonosians and Battle droids with her green lightsaber before rushing towards the battle.


Meanwhile on the gunship carrying Commander Cody, a clone from Ki-Adi Mundi's clone battalion was contacting him on his comlink, "Cody, come in! Get the tanks down!"

"Copy that," Cody said, answering the call before turning to the gunship's clone pilot, "Pilot, begin landing sequence."

"Copy that, Commander," the clone pilot responded, "Have fun down there."

With that being said, the gunships descended onto the ground of Geonosis, the ones carrying AT-TEs were detached as they touched the ground while the ones without the AT-TEs simply landed on the ground and opened its door and the clones inside immediately came out of the gunship, ready to join the battle.

"Move it! Move it!" One of the clones ordered the rest of them.

"Here they come," another clone said as he saw Geonosians coming towards them, "Bugs incoming!"

"Man down! Man down!" Another clone exclaimed.

"General Kenobi, don't land. The zone is hot," Cody pleaded to Obi-Wan on his communicator.


"But there's nowhere else to go," Obi-Wan said in confusion before thinking to himself, 'I do hope Anakin is alright.'

A few seconds later one of the Geonosian ships shot the Gunship, Obi-Wan was on, causing it to start falling from the air.

"We're hit. We're going down," Obi-Wan suddenly exclaimed into his communicator as the gunship hurtled towards Genosis's surface, he then turned to the clones that were with him, "Brace yourselves!"


Meanwhile back with the 501st Clone battalion, Rex got a call from Commander Cody on his communicator and ran behind a sand dune while Anakin and Ahsoka deflected blasted bolts with their lightsabers.

"Okay, Cody. I'll speak with General Skywalker," Rex said answering Commander Cody with his communicator.

"Rex, what's the word?" Anakin asked her second in command before hiding behind the sand dune next to him, "Can Obi-Wan send support or not?"

"I don't think so, ma'am," Rex answered, "Cody said General Kenobi never reached the landing site. They think his gunship got shot down."

"Great. The one time I actually ask Obi-Wan for help on the battlefield, and he's nowhere to be found," Anakin said with worry, hoping that her husband was alright.

"Well, what if something happened to General Kenobi?" Ahsoka suggested as she appeared next to her master, "He could be injured or-"

"No time for that kind of talk," Anakin immediately snapped at her padawan, not wanting her to suggest that her husband could be dead. She turned to her second in command, "Rex, we need to mobilize. Now. Get the men together. We're gonna rush the guns."

"Yes, ma'am," Rex nodded, going to do what she ordered him to do.

"Ahsoka, you're with me," Anakin said turning to her padawan, "We need to give Rex cover when we attack.

"Got it," Ahsoka said, knowing what she meant, "Just give the word."

"Hey, I'm worried about him too," Anakin confessed, "But you have to keep your mind in the here and now, otherwise we'll never be able to help Obi-Wan."

As a Geonosian from a turret continued to shoot at them, Rex approached the Jedi Knight and Padawan with a few clone troopers of the 501st, "All here, ma'am," the clone announced.

"Ready," Anakin said as she began to get into battle position, drawing her lightsaber from her belt, "Now!"

"Go! Go! Go!" Clone troopers chanted as Anakin ignited her lightsaber, Ahsoka did the same running into the battlefield.

"Take 'em out! Take 'em all out!" Another clone said as they all began running onto the battlefield.


One of Commander Cody's scout Clone troopers was observing the wreckage of the gunship Obi-Wan was in with Electrobinoculars to see if there were any survivors from the crash.

"Not good. The bugs are splitting up," the scout clone trooper reported when two other scout clone troopers approached them.

"Boil reporting as ordered, sir," one of the approaching scout clone troopers reported.

"Waxer reporting as ordered, sir," the other scout clone trooper reported.

"We've got a downed gunship five klicks east. We believe it's General Kenobi's," Cody told them, "I need you to get out there and check for survivors."

"Sir, yes, Sir!" Both clones said, understanding what Cody wanted them to do and headed towards the battlefield.

The geonosians began to open fire at the two clones when a clone in an AT-TE began to fire on the geonosians, giving Boil and waxer some covering fire while they headed towards the crashed gunship. Waxer and Boil soon had their backs to the crashed gunship.

"Why do we always get the fun missions?" Waxer complained.

"Oh, this isn't the fun part," Boil told him before getting the door of the crashed gunship to open by sliding it, "Getting back to the square is the fun part."

As they opened the door of the gunship, they saw Obi-Wan Kenobi alive with his face covered in dirt, the skin of one of his cheeks was cut open, "Waxer, Boil, am I glad to see you," Obi-Wan said as he was relieved to see them, "Trapper and I are the only ones still alive."

"Good to see you, Sir," one of the two scout clones said, helping the Jedi Master up by wrapping his arms around his shoulders while the other one did the same to Trapper, "Commander Cody's established the square just beyond this position. The bugs are on the move and trying to surround us as we speak, Sir."


"They got the General," the scout clone trooper reported to Commander Cody as he took the electrobinoculars off his helmet's visor covering his eyes.

"AT-TE 636, lay down cover fire at 0.35," Cody commanded into his communicator as the scout cloned trooper put the electrobinoculars back on.

The clone operating the AT-TE did as his commander ordered and layed down the AT-TE's cover fire by 0.35, while Waxer and Boil were escorting Obi-Wan and Trapper to Commander Cody.

"Are you injured, General?" Cody asked the Jedi Master as he approached him after being escorted by Waxer and Boil.

"No, nothing too serious," Obi-Wan answered, "what's the situation here?"

"Ah, we've got no air cover, two generals on the ground beyond our position, and a mess of bugs surrounding us," Cody explained as one of the scout trooper clones placed Obi-Wan behind a few metal crates for cover, "The enemy was more than prepared for our attack, Sir. They knew our every move."

"Well, I'm sure General Skywalker and General Mundi will make it to our position," Obi-Wan reassured them as one of the scout clone troopers injected a needle into his neck to ease the pain before adding, "We just have to make sure we're still here when they arrive."


Anakin, Ahsoka and the 501st stopped as they approached a wall That looked like it was a thousand feet tall, Battle droids both B1 and super battle droids were standing on top of the wall and immediately began shooting at them.

"Gentlemen careful," Rex told the other clones while he, Anakin and her padawan hid for cover behind a large boulder.

"Well, this is another fine mess you've gotten us into," Ahsoka told her master playfully.

"What? Hey it's not my fault," Anakin reassured her padawan, "You were supposed to to study the holomaps."

"I did!" Ahsoka reminded her, "Remember when I reminded you about the giant wall, and you said 'Don't worry, Snips. We won't be anywhere near that.'"

"Just get ready to climb," Anakin told her pointing at the giant wall.

A few moments later Anakin was holding a backpack she grabbed from one of the clones' backs and gave it to her padawan who put it on her back.

"So what's the plan, General?" Rex asked her.

"Just keep us covered, Rex," Anakin said as she grabbed another backpack from another clone and put it on her back, "There's too much laser fire for all of us to make the climb. Ahsoka and I will handle this. Just be ready when that wall comes down."

As Anakin and her padawan ran from the clones as they were getting ready to climb the wall, the guns installed inside of the wall deployed out and started shooting at them. Also the Battle droids did the same.

As Anakin and Ahsoka reaches the other side of the canyon, they were in, they pulled out containers that contained grappling hook sand deployed the hooks as they hooks flew up towards the cliff above them and attached to the back of two rocks and abseiled up the cliff via the grappling hooks.

As they reached the top of the cliff, they pulled their lightsabers from their belts and ignited them and went to deflect the blaster bolts from the battle droids with them.

"How many droids have you shot down so far?" Anakin asked her padawan as she still wanted to compete with her on how many battle droids they can kill.

"Twenty five," Ahsoka answered as she continued deflecting blaster bolts from the battle droids with her lightsaber.

"Ah, you're falling behind," Anakin told her, "Let's go."

With that being said, Anakin and her padawan jumped onto the wall and began slashing the B1 and Super battle droids with their lightsabers.

Meanwhile on the ground, Rex took his DC-17 pistol out, aimed it at one of the guns inside the wall and fired his pistol at it destroying one of them, he then looked up and saw Anakin and Ahsoka fighting the B1 and Super battle droids and saw they were outnumbered.

"Focus on the droids on the top of the wall," Rex ordered his fellow clones.

Back on top of the wall, As Anakin and Ahsoka continued fighting the battle droids with their lightsabers.


Back with Obi-Wan and the 212th clone attack battalion, Obi-Wan watched as one of the scout clone was blown away before falling unconscious a few from him.

"Man down!" One of the clones announced.

"Hang on, there that are," one of the Clones on board the gunship said as they were controlling turrets on the gunship.

Soon a Geonosian flew onto the cockpit of an AT-TE to try to throw the clone controlling it only to be shot by two clones on the ground with their rifles, causing the Geonosian to fall to the ground.


"Look for a hatch," Anakin ordered her padawan as Ahsoka defeats Battle droids on her side of the wall, "We need to put the explosives inside the wall."

Just as her master said that Ahsoka found a hole behind her on the floor, "Found one!"

A droideka flew out from the hole and activated its shield as it was about to open fire on the togruta, Anakin saw this and activated her lightsaber as she ran towards her padawan as another Droideka flew up from the hole.

Both Anakin and Ahsoka stood back of each other as they deflected the blaster bolts from the Droidekas with their lightsabers, soon enough Ahsoka saw Rex approaching behind the droideka she was fighting and shot it in the back with his DC-17 blasters.

Anakin then ducked underneath the droideka and stabbed her lightsaber through the forcefield before slashing the droid with it.

Then a B1 Battle droid ascended from a hole inside the wall, "Hey, did you get them?"

Anakin approached the hole as she took off her backpack, "Catch," she said as she threw it at the battle droid.

"Huh? Wha…" the Battle droid said in confusion only for Anakin to use her hand and Force push the battle droid down the hole, Ahsoka threw her backpack as Anakin force pushed the droid down the hole, "No!"

"Come on. Rex," Anakin told her clone battalion leader.

"Up, up and away," Ahsoka said as she levitated Rex into the air using the Force before both she and Anakin jumped down the wall as it began to explode.

Rex screamed as he was falling towards the ground, as both Jedi reached the ground first they used the force to slow Rex's acceleration to the ground to ensure that he wouldn't die from falling from a high elevation. The two Jedi then heard the rubble from the wall falling towards them, luckily for them they immediately held their hands towards the falling rubble using the Force, moving the rubble away from them, so that it wouldn't fall on top of them, killing them.

"Next time tell me to jump," Rex told Anakin as she pulled her arm towards him to help him get back on his feet.

"Now, where's the fun in that?" Anakin asked him in a teasingly manner before going back to what was at hand, "Come on, we can't keep Obi-Wan waiting."

"You heard her, lads," Rex said as he and his fellow clones followed him, "Let's go!"


As Anakin, Ahsoka and the 501st were traveling through the desert, Ahsoka noticed something from above.

"Look, what's that?" Ahsoka asked, pointing in the direction of a cave and saw fleeing Geonoaians covered with flames.

Anakin immediately ignited her lightsaber and her padawan did the same, as they got closer to the cave, they saw a familiar Cerean above.

"Master Mundi, do you read me?" Anakin asked the Cerean Jedi Master, using her communicator.

"We are here, Skywalker," Ki-Adi said, using his communicator, "We took a slight detour that put us out of communications for a bit."

"This has been a day for detours, Master," Anakin said, agreeing with the Cerean Jedi Master.

"Indeed," he said, as he looked forward towards a crash site in the distance, "But now the road is clear. I can see the landing zone. It does not look good."

"Can you get me Admiral Yularen?" She asked him.

"Armiral, we're at the breaking point," Anakin said as she contacted her Admiral, "You've got to get some fighters down here."

"You are in luck, General Skywalker,"'Yularen told her, "I have one squadron available."


Back with Obi-Wan and the 212th Clone attack battalion, Geonosian were on speeders giving them drive-bys as they were circling around the gunships. The Clones from inside the gunships soon fled to where Cody and Obi-Wan were.

"Make every shot count! Give it all you got!" Cody ordered his fellow clones as Obi-Wan activated his lightsaber.

Suddenly one of the scout clone troopers saw a squadron of Y-Wing bombers approaching, "Reinforcements! The reinforcements have arrived!" the Scout Clone trooper announced as the Y-Wing bombers flew by them, causing them all to cheer.

"Go, go, go, go!" The clones chided, as Obi-Wan deactivated his lightsaber as he sat on the ground In front of the metal crates, while Anakin, Ahsoka the 501st, Ki-Adi and his 21st Nova Corps appeared joining the battle,"move it! Move it! you heard him, lads, let's go! Up to the front! Come on! Hurry, hurry! There they are. Move it, move it!"

"Master Kenobi, Ahsoka said as she and Anakin approached Obi-Wan.

"Well, what happened to you?" Anakin asked her husband in a flirtatious manner.

"I might ask you the same question, Annie," Obi-Wan told her.


"Our combined forces should be enough to destroy the shield generator," Obi-Wan said as Soon as they pulled up a holoprojector of the droid factory, he turned to his wife, "Anakin, you'll need to take a small squad through the shield, as close as you can get to their gun emplacements. From there you'll be able to temporarily jam their scanners so they are unable to target the incoming tanks. Once the tanks knock out the shield, Master Mundi can bring the rest of the troops in with the gunships."

"Consider it done, Master," Anakin told her husband as Ki-Adi stood up.


Soon one of Ki-Adi's clone troopers was using electrobinoculars, observing the factory, "All units are in position, sir."

"Tell skywalker to begin the attack," Ki-Adi told another of his clone troopers.


Meanwhile with Anakin, Ahsoka and the 501st, one of the clone troopers got a message from one of Ki-Adi's clone troopers. "Begin the attack," the clone trooper reported to her.

As if on cue, Anakin activates her lightsaber and rushed towards the shield with her clones and Ahsoka following her, the Geonosisians started attacking them as they started attacking back at them, she soon hid behind a rock for cover with Ahsoka.

"Let's jam their scanners," Anakin told Ahsoka as she handed her a type of grenade, "Driid popper ready."

Both Anakin and Ahsoka threw the droid poppers at the J-1 proton cannon, causing them to overload.

"Looks like it's working," Ahsoka told Anakin.

"It won't last long," Anakin told her before using her communicator, "Bring up the tanks."


With that being said the AT-TEs began approaching the droid factory from a distance, the clones operating them, moved the cannons of the AT-TEs toward the shield generator and the droid factory began firing at it, causing the J-1 proton cannon to get destroyed as well as the factory beginning to collapse.

Three Gunships flew towards the factory as the shield disintegrated and landed on the ground, Ki-Adi and a few of his clone troopers exited one of the gunships and began to join the battle.

They then surrounded the Geonosians, causing them to speak in their native language as they dropped their weapons and put their hands up telling them that they surrender.


Later Anakin was helping her husband to a gunship as she had his arm over her neck when Ahsoka approached them.

"So Master, what was your total?" Ahsoka asked her Master.

"Not now, Ahsoka," Anakin said politely to her padawan as she wasn't in the mood as her husband was badly injured.

"Come on," Ahsoka pleaded, "Are you afraid you lost this time?"

"Fine," she gave up, "55, that's my count. And you?"

"Sixty. Looks like I won," Ahsoka boasted.

"Yeah, but I called in the air strike," Anakin objected, "Tie."

"You're impossible," Ahsoka scoffed before walking away.

"I'll never understand how you can simplify these battles into some kind of game, Annie," Obi-Wan told his wife as one of his scout clone troopers helped him onto the gunship.

"Well, take care of yourselves," Anakin told them, "I expect to see both of you back here by the time I've destroyed the main factory."

"We shall do our best," Obi-Wan told her "And be careful, Annie."

"Sixty-five, Skywalker," Ki-Adi suddenly said, confusing the female Jedi.

"I'm sorry?" Anakin said with confusion.

"My total," Ki-adi clarified, "65. So what do I win?"

"My everlasting respect, Master Mundi," Anakin answered after a few moments of thinking about Ali-Adi should get for beating her in how many battle droids they destroyed.

"Oh," Ki-Adi said with shock.

"That is a gift Anakin rarely bestows, I assure you," Obi-Wan told the Cerean Jedi Master before the gunship's door closed and flew away, leaving Anakin, Ahsoka, Rex and the 501st to finish the mission until they get back up from Master Luminara.