From above, there suddenly came the flapping of wings and birdlike screeching.

Padmé looked up. "What's that noise?"

From over the arena's outer rim came a dozen and a half giant eagles, each carrying a score of soldiers in gleaming white armor. The eagles circled the arena while the soldiers seated on the birds' shoulders opened fire with Puckle guns. The juggernauts, which were the only ranged units among the automaton forces capable of aiming upwards returned fire, but stood no chance against the volume of lead raining down on them.

The war automata charged against the Jedi on the ground, but between the gunfire from above and the Jedi swordsmanship, all it succeeded in doing was create a larger open space around the survivors. Master Yoda, riding atop an eagle alongside the commander of the operation, turned to the homunculus officer. "Around our allies, a perimeter create."

The circle of eagles tightened until there were only twelve of them able to circle comfortably. The remaining six landed among the Jedi, who promptly climbed onto their backs. The homunculi kept any automata at a distance with their revolving flintlock rifles. After the last of the survivors had secured themselves on the eagles, the giant birds took to the air in unison while the homunculi kept up their gunfire against the automata.

Count Dooku watched as the fight wound down. There was no doubt that the Jedi and their new army would launch an attack on the manufactory. He needed to head back to the capital spire along with the rest of the Separatist leadership to conduct the battle.

Down on the arena sands, young Boba Fett walked through the piles of broken automata and the corpses of slain Jedi. His eyes were fixed on the headless body of his father. Resting a short ways away was Jango's head, still in his helmet. Shakily, Boba picked up his father's head and looked at his reflection in the "T" of black glass on the helmet's faceplate. Tear trails cut their way through the red dust on the boy's face as he held his father's forehead to his own.

The eagles utilized by the homunculi were, as Obi-Wan had suspected, grown by the artificers of Kamino from samples taken from a species native to Corellia. These eagles, known as la'ats had never been domesticated due to their incredible size and predatory nature. The Kaminoans though used the same arts they had used to alter the minds of their homunculi to calm the hauty nature of the la'ats and use them in a military setting. They had done the same with many other creatures that would be used throughout the conflict, such as the at-té and the atret.

The eighteen la'at that had rescued everyone flew back towards the coast and the army that was amassing to march on the capital spire. Masters Windu and Ki-Adi-Mundi had climbed onto the same la'at that Master Yoda was on.

Yoda's face was serious. The scale of bloodshed in the arena combined with the size of the operation ahead made him realize that there was the possibility that this would not end with just a single battle. The world teetered on the precipice. "If Dooku escapes, rally more nations to his cause, he will."

The la'ats were closing in on the large bay that harbored many of the Separatist's ships. Further out to sea, dozens of ships supplied by the Kaminoans bombarded the Separatist fleet to try to prevent any escape. Great flocks of la'ats flew towards the shoreline as landing craft loaded with siege engines and other heavy equipment disembarked on the rocky shoreline.

Obi-Wan beheld this in awe. He had expected soldiers, but not the ships or the enormous cannons. The Kaminoans were not shipbuilders, but he faintly recalled that there was a nation known for their ships a not far from Kamino. Perhaps Master Sifo-Dyas had also commissioned ships as well. The sound of gunfire broke him out of his thoughts. The ships of the Techno Union and Trade Federation were trying to shoot down any la'ats they could see.

The pilot told everyone to hold on before he pitched the la'at into a dive. They soon landed in the assembly area where thousands of homunculi were forming up for the coming battle. Blocks of swordsmen, pikemen, lancers, and riflemen all shuffled around as the automaton army formed up in the far distance.

Deep in the heart of the capital spire, the Separatist leadership gathered around a large map table that had been turned into a makeshift strategy table. Viceroy Gunray shook his head in disbelief. "How could the Jedi have amassed such a large army?"

Count Dooku nodded. "And where could they have obtained it on such short notice?"

"We need to send all available automata into battle!"

"No, there are too many. I do not think this is a battle we can win. Begin withdrawing all essential personnel from the manufactory."

Poggle the Lesser walked over, his staff clacking against the floor. "They have dizzzabled our communicationzzz. I will zzzend out mezzzengerzzz."

The la'ats began to carry over great six legged reptiles from the Republic fleet. These were at-tés, behemoth lizards from Rothana. In addition to mounting thick armor plates for protection, the Kaminoans had mounted powerful long barrelled cannons on their backs. These titanic bronze scaled lizards were chosen by the Kaminoans not just for their size and strength, but also because their seven toed feet allowed them to walk up vertical surfaces.

The at-tés gave deep rumbling booms as the la'ats lowered them to the sandy ground. Mace Windu watched in amazement at just how efficient and in tune with one another the actions of both man and beast were. He and Ki-Adi-Mundi climbed down from the la'at while Master Yoda stayed.

A homunculus with a yellow enamel band on his helmet approached Master Windu and saluted him. "Sir, I have three units awaiting your orders."

Meanwhile, Yoda ordered the la'at pilot to take him to the forward command. The la'at took to the skies once again, heading towards the front line.

Anakin, Obi-Wan, and Padmé watched from the air as a burning Federation ship in the bay exploded. Anakin smiled, reliving the memory of his actions during the Battle for Naboo. Several more of the Separatist ships were making a break for the mouth of the bay despite the incoming fire from the Republic Navy.

The battle was well underway when Yoda arrived. The automaton army contained new mechanical horrors beyond even the juggernauts. Spindly four legged metal spiders as tall as trees stomped towards the Republic Army, spraying streams of liquid fire. Bizarre wheeled machinations rolled out, launching swarms of rockets. Squat automata resembling six legged crabs scuttled across the sand, launching bolt after bolt from repeating ballistas.

The Republic Army responded with bombs dropped from la'ats, explosive cannonballs, and massed volleys of gunfire. Impressive as the Separatist army was, it was crumbling under the Republic advance. Long range cannons began to hammer the capital spire, breaking apart the soft sandstone.

"Sir," said one of the homunculus commanders to Yoda as the Master Jedi came down from the la'at's back. "All troops are advancing."

"Very good. Very good."

More at-tés were dropped behind the Republic lines, adding to their offensive. The Separatist army launched a desperate counterattack, sending out waves of the wheeled machinations to rain down rockets on the homunculi. Several at-tés were struck by the rockets and while most of them shrugged off the hits with their armor, a handful were hit in vulnerable places and were killed.

The at-tés returned fire with their cannons, turning half of the machinations into little more than scrap metal with the first volley. With the machinations out in the open and in disarray, the Republic lancers rode out and began attacking their flanks.

The Separatist's ersatz war room shuddered as Republic cannonballs pounded into the spire above. Trickles of sand fell from the ceiling as cracks widened. Viceroy Gunray slammed his fists on the map table at the latest reports from outside. "This is a disaster!"

The Viceroy's advisor nodded. "Many of our ships are breaking through the Republic blockade. Perhaps it is time we retreat as well?"

"Yes, I agree," Count Dooku said.

Poggle slammed his staff onto the table, sending model troop formations flying. "And what of uzzz? Will you leave uzzz to die here?"

"Worry not. My Master will not allow the Republic to get away with their treachery. Send your warriors to hide in the catacombs. The General is already down there."

"Very well," Poggle said with irritation. He walked over to a table covered in parchments. "Will you be taking the planzzz with you?"

"Yes, the Republic cannot find out about our ultimate weapon. I will take them with me to my Master in Coruscant." Count Dooku picked up several quires of schematics.

"If thozzze fall into the wrong handzzz, we will all be finizzzhed."

As the automaton lines finally shattered, the Separatist leadership fled the capital spire. The Viceroy and his entourage, along with the members of the Banking Clan, Techno Union, and Commerce Guild scattered to the four winds atop shuttles to try to find a way back to their territories. Count Dooku and two Geonosian bodyguards climbed atop a trio of nantex mantises and flew towards the coastline.

Nantex mantises were originally subterranean mantids that dwelled in gigantic caverns and subsisted on cave arthropods and a type of luminescent fungus. The mantises grew large enough to ride, but they only had two year lifespans. After the Geonosians domesticated them, their carapaces turned a rusty brown matching that of their new surface environment. Their main uses were as "guard dogs" or for cross-country travel.

Dooku and his escorts watched from above as the Republic Army marched almost without resistance towards the capital spire. The Republic had since ceased their cannon fire to the structure, but the damage that had been dealt to it was severe, with many holes punched through into the interior galleries. The Count surmised that even though it was still standing for now, all it would take to destroy the sandstone city was a moderately sized groundquake.

Count Dooku continued to fly the nantex towards the coast. He had a hidden retreat nestled into one of the rocky areas and from there he could easily make his voyage to Coruscant with impunity. All he had to do was avoid being spotted and with one of Geonosis' notorious dust storms rapidly closing in, it would be that much easier.

The la'at upon which Anakin, Padmé, and Obi-Wan were on had been providing air support for much of the battle. With the dust storm now raging below, the pilot broke off his circling and started to head back to the Republic fleet.

Obi-Wan suddenly pointed to three flying objects neat the ground just on the edge of the storm. "Wait, what's that over there?"

Anakin's eyes widened. "It's Dooku! Quick, shoot him down!"

One of the homunculus Puckle gunners turned to the young Jedi. "We're out of ammo, sir."

"Follow him then!"

"We need to call and wait for backup," Padmé said.

Obi-Wan shook his head. "There isn't time. Anakin and I can handle him."

Count Dooku looked behind and saw the eagle pursuing him. He gave a hand signal and his escorts peeled off to loop around and pull behind the la'at. Once in position, the nantexes began spitting gobs of a pink, sticky, caustic gel.

The la'at's pilot swerved and serpentined as several globs sailed past him. One of the nantexes scored a lucky hit and struck the la'at on its thigh. It screeched in pain as the goo melted its feathers and ate away at its skin. In its pain, the la'at thrashed, causing Padmé and a pair of homunculi to tumble off.

Anakin yelled Padmé's name as he watched the three of them land on one of the dunes below. "Pilot! Turn the bird around!"

Obi-Wan snapped his head to his student. "Anakin, don't let your personal feelings get in the way! Pilot, belay his order and keep following that bug!"

Anakin stared back at Padmé as she drew further and further away. "I have to go back for her!" He started moving towards the edge of the saddle. There was no way he was going to allow himself to lose someone else that he loved.

Obi-Wan grabbed his arm firmly. "Anakin, Dooku was a Jedi Master, I can't take him alone! If we stop him, we can end this war here and now! We have a duty to the Republic!"

Anakin pulled his arm free. "I will not leave her behind!"

"You will be expelled from the Jedi Order! Come to your senses! What do you think Padmé would do if she were in your position?"

This got through to Anakin. He took several deep breaths. "...She would do her duty..."

Far behind, near the battlefront, Yoda sensed a disturbance surrounding Anakin. He and Obi-Wan were in danger. Yoda grumbled in thought as one of the homunculus officers came up to him and saluted. "Sir, the Separatist army is in full retreat."

"Well done. One of the eagles, ready for me. Business, I have elsewhere."

While the la'at was busy avoiding more hits behind him, Count Dooku raced ahead and flew into the large open skylight of his retreat. After reaching the hole, the la'at pilot saw that his bird couldn't fit through it and told his Jedi passengers to get ready to jump. The pilot slowed the la'at as he flew over the skylight and the Jedi jumped off, landing on the skylight's rim.

The nantex riders took advantage of the la'at's slowed flight. More caustic globs arced towards the bird and this time, many found their mark. Anakin and Obi-Wan watched in horror as the la'at tumbled out of the air, shrieking in agony while homunculi were thrown free.

"Those mantises are coming around for another pass," Obi-Wan said to Anakin. "Jump!"

The two of them landed in a large cavern decorated with the same style of carvings as the rest of the Geonosian structures. One of the walls had a tall doorway which led out to sea. Docked just inside the doorway was a Geonosian chitin hulled schooner with iridescent orange sails. Standing on the ground near the ship's stern was none other than Count Dooku himself, who turned to face the two Jedi on hearing their landing.

Anakin pointed his Lightblade at the Count. "You're going to pay for all the Jedi that died today, Dooku."

"We'll take him together," Obi-Wan quietly told Anakin. "Go in slowly on the left."

"No, I'm taking him now!" Anakin sprinted towards Count Dooku, anger written on his face.

"No, Anakin! No!" Obi-Wan's cries fell on deaf ears.

Unamused, Count Dooku held out his hand with his fingers pointing towards the young Jedi. Anakin had made it halfway towards his adversary before tendrils of blue lightning shot out from Dooku's fingertips.

All Anakin could feel was pain as the dark energy surged through his body. With his other hand, Dooku lifted Anakin off the ground with the Force and threw him against the cavern wall. Lightning sizzled across Anakin's skin.

Obi-Wan held up his Lightblade defensively towards the Count. He had read about powers like this being used during the Sith Wars, but they were only able to be used by those who were highly skilled with deep ties to the Dark Side.

Dooku smiled at Obi-Wan's concern. "As you see, my Jedi powers are far beyond yours. For your own good, I suggest you back down."

Obi-Wan instead gripped his Lightblade with both hands. "I don't think so."

Dooku shook his head and unleashed another wave of lightning which arced towards Obi-Wan. The Jedi's Lightblade acted as a lightning rod and absorbed the Dark magic. This was one of the countering techniques he had learned from his reading, but Obi-Wan never thought that he would have to put it into practice.

Count Dooku lowered his hand. "Impressive. But I am afraid you are still outmatched." He reached his right hand across his body and took hold of his Lightblade hilt which was curved and elegant, reminiscent of a cavalry saber.

Dooku held his weapon in his signature one-handed fencing stance and ignited it. Obi-Wan's eyes widened as he beheld its crimson glow. The blade of a Sith.

Obi-Wan made the first move, swinging his Lightblade horizontally towards the fallen Jedi Master. Dooku parried the strike and with a fluid movement, swung an arc towards Obi-Wan, who blocked at the last second.

Compared to the elegance of Dooku's movements, Obi-Wan's were crude and clumsy. They continued to trade blows, moving around the stern of the schooner. Dooku swung towards Obi-Wan with an overhead strike, but the blow was once again blocked. Obi-Wan pushed back from this strike and seeing an opening, slashed horizontally.

The Count backflipped, dodging the swing and landimg neatly on his feet a short distance away. "Master Kenobi, you disappoint me. Master Yoda holds you in such high esteem."

Obi-Wan dashed forward with an upward diagonal slash. Dooku blocked and retaliated with a vertical swing of his own. They continued, and although Obi-Wan lacked finesse, he was able to block the Count's blows. But blocking alone does not win a swordfight.

"Surely you can do better," Count Dooku said smiling as the two of them locked blades. He had to admit, he was enjoying himself.

Obi-Wan pushed both their blades downward and leapt back before trying a spinning strike. While Dooku caught the swing and pushed both their blades to the side, this had caught him off-guard. So too did Obi-Wan punching him in the face.

Count Dooku readjusted his face from this breach of etiquette while Obi-Wan ran up the gangplank of the schooner. Dooku swung wide at the Jedi who jumped over the Count and landed behind him. Dooku kept his momentum going from his swing and blocked Obi-Wan.

Over against the wall, Anakin groaned as his vision swam. He was starting to regain some feeling, but if anything, that was worse. He could just make out red and blue lights clashing across the room. Anakin shook his head, trying to clear his vision.

Out on the sands, the homunculi thrown from the la'at when it was struck the first time ran over to the prostrate Padmé. One of them knelt next to her. "Are you all right?"

Padmé groaned and looked up at the white faceplate of the soldier above her. Her head was pounding and the gashes on her back burned. With slow movements, she pushed herself off the ground. "Everything hurts, but I'll live."

"We need to get back to the rest of the army."

"No. No, try to call in reinforcements. We have to help Anakin and Obi-Wan."

"I'll call for a la'at right away," one of the homunculi said, tapping his comm crystal.

Count Dooku had once again put Obi-Wan on the defensive and the Jedi wasn't sure how much longer he could keep up the fight. They locked blades again and with a quick movement, Count Dooku rode his blade down Obi-Wan's and cut the Jedi's bicep. The wound wasn't deep, but it was painful. Obi-Wan flinched and jerked back, allowing Dooku to land a hit to his outer thigh.

Obi-Wan fell to the floor, clutching at his singed flesh as his Lightblade skidded across the floor. Dooku looked at him with an expression of disappointment. He lifted his red Lightblade and prepared to deliver the finishing blow.

As he brought the blade down, he heard a yell from his side. Count Dooku looked and saw Anakin flying straight at him, swinging his weapon. The swing blocked Dooku's own a moment before it would have hit Obi-Wan.

"Brave of you, boy," the Count said as the two of them transitioned into a full blade lock. "I thought you would have learned your lesson."

"I guess I'm a slow learner."

While Anakin and Dooku struggled with one another, Obi-Wan reached out his uninjured arm and pulled his Lightblade to his hand with the Force. As soon as he had wrapped his fingers around the metal hilt, he called out Anakin's name and threw it towards him.

Anakin caught the hilt in his off hand and ignited the blade. Dooku leapt back just as the Padawan swung towards his opponent. Anakin quickly closed the gap, whirling around in a flurry of glowing blades.

Count Dooku was put on the defensive by Anakin's use of two swords in, but his technique was sloppy. The Count quickly found a weakness in the whirling and exploited it, thrusting his weapon out during one of the turns. The blade in Anakin's dominant hand went out as Dooku's Lightblade cut through the hilt.

Anakin tossed away the ruined sword and took his remaining Lightblade in both hands, giving one last spin to distance himself from Dooku. They readied their weapons, each waiting for the other to make a move. Anakin swung first, with the Count easily blocking and retaliating.

They duelled back and forth, with Count Dooku's swordsmanship controlling the fight. Blades flashed and collided with such ferocity and their wielders moved with such speed that if their blades weren't different colors, Obi-Wan would have been completely unable to keep track of who was who.

Dooku was impressed by Anakin's adaptability. While the boy had struggled to keep up before, he was now able to get in the occasional swing that put Dooku on the defensive. Despite Anakin's skill, it was apparent that this duel was taking everything he had to keep it going.

Anakin tried another spinning attack, but his movements were slower than desired and the Count read them perfectly. Dooku parried and Anakin reeled back, leaving himself wide open. With a quick slice upwards, Dooku cut through Anakin's right arm, severing it above the elbow.

Before Anakin had time to even register his dismemberment, Count Dooku pushed him across the room with the Force, where he skidded to a halt next to Obi-Wan. Dooku lowered his outstretched arm with a sigh while his expression shifted to one of genuine remorse. He retracted his blade and stood in silence while Anakin gripped the cauterized stump of his arm.

Then from the silence came a rhythmic tapping of wood on stone. It softly echoed through the cavern without a clear source. Count Dooku turned, bewildered by the sound and saw Master Yoda standing there, both hands resting on the head of his walking stick.

"Master Yoda."

"Count Dooku."

"Apologies, my old friend, but this is not your fight to interfere with."

Yoda looked at his fellow Jedi laying on the floor, then back to his former student. "I disagree."

"Very well then." Count Dooku reached out and took hold of a copper quarter keg with the Force and then flung it at Yoda.

Yoda lifted a single clawed finger and pointed it at the keg. He flicked his finger sideways and the keg's flight path made a harsh turn before it harmlessly hit the floor. Count Dooku tried flinging a large brazier next, but was met with the same results.

Yoda looked at Count Dooku expectantly before the Count raised his arms. The ceiling above Master Yoda cracked and buckled as chunks of it broke free and fell. The diminutive green Jedi raised both his hands above his head and caught the rock with the Force before it could hit him. He tossed it onto the floor next to him before retrieving his walking stick.

"Powerful, you have become, Dooku. But sense in you the Dark Side, I do."

"I opened my mind to other aspects of the Force, yes. In doing so I have become greater than any Jedi." Dooku raised his hand and stretched out his fingers. "Even you."

Lightning shot across the room towards Yoda. The aged Jedi master held out a hand and the lightning collected as a glowing sphere in his palm before he pushed the Dark magic back at its caster. Dooku's eyes widened as his lightning flew back towards him. He held out his palm and the lightning reflected off and hit the wall, blasting free a sizeable chunk of sandstone.

Dooku shot even larger bolts at Master Yoda, who once again collected them in his palm. Instead of throwing them back at Dooku, this time he let the magic dissipate. Yoda shook his head. "Much to learn, you still have."

"Hm. It is obvious that this duel cannot be decided by our knowledge of the Force..." Dooku held out his curved Lightblade hilt. "...It must instead be decided by our skill with the blade." He ignited his weapon and assumed his fencing stance.

Master Yoda took his walking stick with both hands and gave the top section a sharp quarter turn. It pulled free and he let the bottom section fall to the floor. He pressed his thumb to a rune carved into the wood and a green blade emerged.

The current and former master Jedi rushed at one another. Their blades connected over and over with such speed that it was nearly impossible to see. Yoda's technique involved graceful leaps that allowed him to fight at his opponent's height. These leaps also meant that he could put his entire body into the energy of the swings.

Yoda whirled through the air, in equal measure attacking and blocking. It had been quite some time since Dooku had sparred with him, but the two of them remembered each other's movements perfectly. They locked blades as Yoda landed on the ground.

Dooku looked at his old master with frustration at his narrow-minded adherence to a hypocritical Order that served a dying Republic. Yoda, meanwhile, looked at his former student with disappointment at how far he had fallen in pursuit of power and how he had turned his back on everything he had once sworn to uphold.

"Fought well, you have, my old Padawan."

"As have you." Dooku knew that the two of them were too evenly matched. Furthermore, he didn't want to kill his old friend and mentor despite his blind allegiance. He had to end the fight though, and knew exactly what to do.

Count Dooku leapt back and reached out a hand towards Obi-Wan and Anakin. With a great surge of Force energy, he crushed the base of one of the cavern's support columns into sand, causing it to topple towards the incapacitated Jedi.

Yoda dropped his Lightblade and caught the sandstone monolith with the Force a split second before it would have crushed Anakin and Obi-Wan. Yoda carefully set the column on the ground beside them. When he turned back to Dooku, he was already aboard his schooner and almost all the way out of the cavern. There was no realistic way to stop him now.

Outside, a la'at landed on the rim of the skylight and a squad of homunculi rappelled their way to the cavern floor.

Master Yoda watched them descend as he pulled both his Lightblade and the bottom of his walking stick to him.

The homunculus commander walked up to Master Yoda and saluted him while the rest of the squad cleared the cavern. "Sir, I'm sorry we took so long."

Yoda reassembled his walking stick. "Escaped, Dooku has, but help, my friends need." He gestured towards Obi-Wan and Anakin.

"Right away, sir."