Chapter 23: Battle of Zelos II

Zelos II, the four-mooned homeworld of the Zelosians, was located in the Mid Rim. The Zelosians were near-humans that were outwardly identical to humans save for the fact that they all had emerald-green eyes. The Zelos system was a member of the Confederacy of Independent Systems, or it was supposed to be. A Republic invasion force conquered the planet Zelos II's inhabitants. It appeared that no help was forthcoming from the Separatist Alliance. It appeared.


Commander Zako and Dr. Quartz arrived at The Sugar Rush, a strip club located on Zelos II. This particular establishment caught the attention of Dr. Quartz specifically because it was advertised that a Skakoan dancer performed there. It was rare to find Skakoan dancers off of Skako, and even more rare that one could be found on such a backwater world as Zelos II.

"A Skakoan in a strip club? That's ridiculous. She can't take off her pressure suit." Zako was dressed in his top hat and usual formal civilian suit.

"I want to see her anyway," Dr. Quartz demanded. Quartz, as always, was trapped in his purple-tinted pressure suit.

The club was soaked in lime-green lighting. Zako went over to the bar while Quartz found them seats. They were stealthily skulking around the planet and consuming intoxicating beverages while hiding from Republic troops was a stupid idea, if it weren't for the fact that they were on Zelos II. The native Zelosians had liquid chlorophyll for blood, and sugar affected them the way alcohol affected humans. Zako could drink whatever the bar had to offer and wouldn't get tipsy, and stupid. The last thing they needed was stupid.

Zako scanned through the available drinks until one caught his eye in particular. Kal gir'ate, a drink that originated on his homeworld of Zakkudos. Kal gir'ate was an extremely sugary drink that made the consumer breathe out black smoke. It was a heavy drink for Zelosians but harmless for a human. Karl Zako ordered an enormous mug of it.

"That's an awful lot. You sure…" The bartender noticed Zako's eyes were brown, not green. "Oh, you're human."

"You are correct, sir."

"Then you aren't gonna get wasted and cause trouble by drinking all of this."

"Of course not. I was raised on kal gir'ate."

"Right." The bartender handed over the drink and Zako procured the necessary credits.

"I am strangely attracted to that squid-head," Zako said as he sat down next to Quartz, watching a female Quarren dancer. A shorthaired female Mirialan took the stage. "Even better."

Quartz turned to Zako. "What? You didn't get me anything?"

"I don't think they have the capabilities to provide beverages to Skakoans."

"They have a Skakoan dancer, you'd think that they'd be able to serve Skakoans as well."

"Yeah, I see how one could think that. Sadly, the Galaxy seems to lack commonsense."

"Commonsense is quite rare."

Two new humans entered the strip club. This time the pair was female. One with blond hair and one with black. They went over to the Quartz and Zako and sat down.

"Took you two long enough."

"A delicate operation like this takes time, Doctor," Melissa Sledge said.

"Delicate, yes. Which makes me wonder why you two were assigned to it."

"You're not the delicate type either, Doc."

"I am when I have to be."

"Same here."

"You've got kal gir'ate?" Katen noticed the black smoke as Zako exhaled. "Gimme!" the snatched the mug and took a drink herself.

"Hey, that's mine. Go get your own."

"Make me."

"I have completed the weapon you requested," Quartz handed a coiled up whip to Sledge.

"Excellent. Thank you, Doctor Quartz."

"Feel free to thank me again after you see what it can do."

"And now," an announcer boomed as the music died down. "The girl you've been waiting for, Candy Cans!"

A new song started booming as the female Skakoan slinked up the stage and started dancing.

"She's pretty good considering she's stuck in that suit. I didn't know Skakoans could bend that way," Zako observed.

"They can't." Quartz enlightened his companions. "She must have had surgery."

"Bah, I can do better than that," Katen declared. Zako stole his drink back.

"You can do better than a dancer who's had performance enhancing surgery? I doubt that very much," Zako took a swig from his mug.

"We'll just have to see won't we?" Black smoke emanated from Katen's mouth as she spoke.

"Hey! You're not getting all the attention this time!" Sledge raced Katen up to the stage. The bouncers were upon the amateur upstarts fast. The bouncers were about to learn that they weren't getting paid enough.

Immediately, Katen cracked the first bouncer in the jaw, sending him to the floor. Then Sledge unfurled her new whip and activated it. The whip cackled to life with purple sparks of energy.

"What's that?" one of the bouncers asked. It was an electrowhip. Invented by Dr. Gatling Quartz at the request of Melissa Sledge. Based on the technology of the electrostaff.

Sledge whipped a bouncer, nearly slicing him in half with almost no effort at all. After that, the music stopped and everyone backed away. Even Sledge was surprised by the power of the weapon.

Five clone troopers barged into the strip club. Four standard clone troopers led by a sergeant. All were armed with DC-15S blasters, which they pointed at Katen and Sledge.

"You! The two human females. You're under arrest!"

Katen and Sledge were tough, but they were not Jedi. They couldn't deflect blaster bolts. The aggressive duo raised their hands in surrender.

"Okay, okay. We give up."

"Drop the weapon!"

"Fine." Sledge deactivated her electrowhip and let it fall to the floor.

"CT-9400, CT-9401, take them," the clone sergeant ordered. The two clone troopers, also known as Banger and Mash, put Katen and Sledge in binders.

Dr. Quartz and Commander Zako stayed in the crowd. They weren't planning on getting caught by the clones.

"Secure that weapon!" The sergeant sent another clone scurrying to collect the electrowhip.

"All right, move it!" the sergeant barked at his two prisoners.

The clones and their captives moved out of the strip club and into the street.

"What about the injured?" Mash asked Sergeant Reedy.

"The locals can handle their own wounded."

Banger stopped and looked at the RTT that awaited them.

"What is it?" Mash asked.

"I thought I saw movement on top of the RTT."

"I don't see anything."

"Must be nothing. False alarm." The clones piled into the transport and started down the street. Little did they realize that Banger had seen something on top of the Republic troop transport, a sabotage droid in stealth mode. It was not the only one. The RTT was crawling with an entire swarm of Separatist sabotage droids. The black-armored sabotage droids had an insectoid appearance, partly due to having multiple photoceptors. Sabotage droids were expensive due to their stealth field generators. The droids usually hovered by repulsorlift but were currently latched onto the troop transport by way of their bladed 'legs.'

"Take us back to base," Sergeant Reedy ordered.

"Sir?" the driver was confused. "The jail is closer by."

"Negative. These two are dangerous. And they have a weapon we've never seen before."

"Yeah, what is it anyway?" Banger asked.

"Sarge just said it's a weapon we've never seen before," Mash was trying to be a smart ass.

"I was asking them," Banger pointed at Katen and Sledge.

"It's a whip, you idiots," Sledge answered.

"We know that," Banger shot back. "What kind of whip?"

"It reminds me of those lightwhips the Jedi sometimes talked about."

"We'll get clear answers out of them once we're back at base," Sergeant Reedy ended the conversation. The RTT returned to base, still carrying the cloaked sabotage droids with it.


"What's our status Captain?" Zako was no longer in his civilian clothes. He was encased in his FR-8 shock trooper armor.

"All organic troopers have reported in and are suited up. All battle droids got through customs undetected, we're activating the last of them now," the captain answered.

"Excellent." Before going to liberate Zelos II, OOM-9 had received a request from the leadership of the planet Zakkudos. They wanted OOM-9 to oversee the first battle for a new group of troops fresh from boot camp. A large portion of OOM-9's troops and war machines came from the factories on Zakkudos and he was considered to be a celebrity there. So, in order to remain in the good graces of the politicians and public, OOM-9 accepted the request.

Instead of attacking Zelos II outright, OOM-9 decided to try infiltration. The new troops, coming from Zakkudos, were humans. Under the direction of Commander Zako, the humans made their way onto the planet disguised as civilians. It was not difficult to do.

The clones didn't have the numbers to police the comings and goings of the entire planet's travelers, their primary task was suppression of the locals, no matter where they hailed from. And the clones barely had the numbers to accomplish that. The Republic kept a handful of major bases on the planet and used the fear of bombing runs from gunship bombers as a way to keep the majority of the locals in line.

The organic CIS troopers were able to sneak a few crates filled with deactivated battle droids onto the planet. The droids were there to make sure the humans stayed alive. They were mostly B1 battle droids, as they were the easiest to store in the crates but there were also a few dwarf spider droids, which would be needed to deal with enemy vehicles.

"Good news, Commander," Dr. Quartz approached Zako.

"What is it, Doctor?"

"They got the GAT through." Along with a few droids, the CIS tried to sneak a single ground armored tank planetside.

"You're joking."

"No, the Republic really is that incompetent."

"The endless bounds of their stupidity continue to amaze me."

"Naturally, the tank is mine."

"Of course, we wouldn't want to risk you fighting with the infantry." Commander Zako was not being sarcastic. "Better get to your tank, Doctor. We'll be moving shortly."

Quartz fiddled with this pressure suit. "Of course."

"The droids are ready for action, Commander." Sergeant 3B3-888 walked up to Zako.

"Good to see you 3B3-888. How was the ride in the cargo hold?"

"Miserable. I prefer a straight fight compared to all this sneaking around."

"Well, you're about to get your fight."

"Sir," the CIS captain interrupted. "We have formed ranks and are awaiting orders, sir."

"Very good, Captain. 3B3-888, want to give our new troops a little speech?"

"Very well." The B1 battle droid marched out in front of the infantry formations. The majority of which were most commonly called CIS troopers or Separatist soldiers. Their ranks included roughly the same amount of women as men. The Zalost system from where they hailed didn't have much in the way of sexism, which helped in increasing the organic volunteer's numbers against clones that were produced en masse.

Standardizing uniforms and equipment within the CIS was difficult due to diversity. Many systems kept their local gear while others were standardized based upon their race. Obviously, gear for a human wouldn't suit a Geonosian or Gossam very well. The standard human CIS troopers wore black and gray army camouflage shirts and pants with black gloves and calf length black boots. Their only armor was a simple black helmet. They also carried a large black and gray backpack for carrying extra ammo and other supplies.

"This is your first combat mission against the evil Galactic Republic. The clone troopers are manufactured in factories, designed to fight. But humans aren't meant to be produced on the assembly line, that is us," 3B3-888 pounded his chest. "You are real humans, they are fakes. Show them no mercy because those disgusting insults to your species will show you none. Remember your training," 3B3-888 remembered not to say 'programming.' Poor humans, they took so much longer to become combat ready in comparison to droids. "And you will survive to fight them again."

Commander Zako listened to the speech. 3B3-888, like the others, had grown much since the day they were rescued from the junkyards of Raxus Prime.

"On the Commander's order."

"Forward, march!" Zako yelled through his helmet. The CIS attack group set out to the Republic base, no longer having any intention of hiding themselves. The Republic patrols would spot them, and the clone army would arrive to intercept them. No way to give the new troops experience without a battle.


The five clone troopers escorted Katen and Sledge through the base. They made it to the detention block without incident and stuck the two women in a cell together.

"I'll take care of their weapon. You're all relieved. Enjoy the mess hall, or whatever you do in your free time," Sergeant Reedy told the other four troopers. The clone sergeant waited until the four clones left the detention area.

Now there was only a single clone officer monitoring the prisoner cells from a command console. The clone officer paid no mind to the sergeant as he moved out of his view. Ever so quietly, Sergeant Reedy uncoiled the electrowhip. Then he activated it.

The clone officer immediately recognized the sound of an electrostaff. How could that be? Had a MagnaGuard gotten into the base somehow? The officer turned around to see the clone sergeant holding the whip, but now it cackled with purple sparks of pain and death. "Hey!" The officer reached for his DC-17 hand blaster, but was cut in two by the powerful whip before he could fire the weapon.

Sergeant Reedy pressed a series of buttons, and released Katen and Sledge.

"I believe this belongs to you," Reedy passed the whip over to Sledge.

"Why, thank you."

The clone sergeant then provided the two CIS officers with directions to the command center.


Mash had decided to stop by the command center, rather than go to the mess hall with the others. The commander center was vacant save for a single clone lieutenant.

"Where's Commander Nold?"

"He went to the fresher almost half and hour ago. Haven't seen him since."

"Half an hour?"

"Maybe he has a stomach virus."

"Probably so, considering the food they give us." Mash headed for the fresher.

"Are you all right, Commander Nold?" Mash knocked on the door.

The clone commander exited from the fresher, locking the door behind him. "I'm fine trooper, what did you need?"

"You're locking the fresher sir?"

"Nobody needs to see what's in there except the cleaning droids."

"Yes sir."

"What did you need, trooper?"

"Sir, its about Sergeant Reedy, he doesn't seem quite right, sir."

"Oh? How so?"

"He has been referring to me and Banger by our numbers rather than our names."

"Nothing wrong with following proper procedure," Nold motioned for them to move. "Walk and talk trooper, I need to get back to the command center."

"Its not just the numbers, sir. Something else seems off about him. This change is very recent, but very weird."

"Stress perhaps? I heard you boys dragged in some pretty violent ladies."

"You heard about that sir?" The pair walked into the command center, the clone lieutenant there paid them no notice.

"Of course. I wouldn't be a very effective commander if I didn't know what was going on in my own base, would I?"

"No sir." Mash thought a moment. If Commander Nold was sick in the fresher for the past thirty minutes, how did he already know about the two new prisoners?

"Is there anything else, trooper?"

It finally dawned on Mash that Commander Nold kept addressing him as 'trooper.' And he had walked out of the fresher, in full armor, fit as a fiddle. And had locked the door behind him.

The clone lieutenant broke the tension. "Sir, one of our speeder bike patrols picked up an enemy attack force approaching from the south."

"Impossible, we've no reports of any sightings of battle droids on the planet," Nold complained.

"The attack group is made up of Separatist human troopers."

"So, they think they're cleaver do they?"

"The base is already on alert. What are your orders Commander?"

"Deploy our armored vehicles, all of them."

"Yes sir." The clone lieutenant turned back to his station.

Nold's swift and genuine action against the oncoming attack took Mash by surprise. Was he wrong about the commander? Mash still had doubts and knew that something was still wrong. "One more thing, Commander." Mash had an uneasy feeling about what might happen next. "Could you remove your helmet please?"

"And why should I comply with such a bizarre request?" Nold moved towards the gun rack at the side of the command room. "Especially from a subordinate? Did you go up in rank without me noticing?"

"Remove your helmet, Commander. Now."

"Have it your way." Nold grabbed a DC-15S blaster from the rack and pointed it at Mash. Before Mash could react, Nold shot him in the chest.

The sound of blaster fire prompted the clone lieutenant to turn from his console and look to see what happened. "What are yo-" Nold killed the other clone.

The door to the command center opened up. Ashley Katen and Melissa Sledge walked in and saw the clone commander amidst the two dead ones that littered the floor.

"Let me guess," Ashley started. "CDC-76?"

"You are correct, Major." Nold removed his helmet, reveling the head of a BX droid commando.

"Run into some trouble?" Melissa asked.

"No, trouble would imply that these clones were actually a threat." The battle droid started scouring the Republic computer terminals for information.

"Guard the door," CDC-76 ordered the two humans.

"Right," Sledge shut the door and locked it.

"Major, how did you know it was me?" CDC-76 asked as he scanned through the Republic's records.

"You chose to impersonate the clone commander. I can't image you choosing a lower-ranking target. You, after all, are a Commander."

"Then I need to hone my infiltration skills if you could identify me so easily."

"Well, the dead clones on the floor helped with that too."

"The base is alerted to Commander Zako's attack. I ordered all armored vehicles to intercept them."

"Did the sabotage droids complete their work?" Sledge asked.

"Yes, I received an update of their mission success five minutes ago. The Republic's vehicles will fall apart the moment they engage Zako's troops."

"I wish I could be there to see that," Katen grinned a cruel and evil smile.


"Fire! Fire! Full attack!" Zako ordered his troops as TX-130 tanks approached them. DSD-08 and the other dwarf spider droids were the first to respond, given the greater range of their weapons. Two of the five Republic fighter tanks went down before they started firing back.

"Keep your formations open and loose when targeted by vehicles!" Zako instructed his troops as they fought. A third TX-130 tank was destroyed by the dwarf spider droids. In the sole GAT, Dr. Quartz stayed behind the infantry lines, firing off missiles when he locked onto to the enemy fighter tanks.

A trio of LAAT/i gunships approached from the north. No doubt launched from the Republic base, Zako thought to himself. The Republic was on alert and the CIS soldiers were sure to get their experience. "Assault troopers, target those gunships!"

The CIS assault troopers were a variation of the standard Separatist soldiers. The biggest difference was that they wore specialized goggles that enable them to use E-60R rocket launchers to their full potential.

Just as the gunships had all been shot down, a herd of AT-TEs could be seen in the distance. Clone troopers started exiting out of the walkers.

"Snipers, take advantage of spawn kills!" 'Spawn kills' was slang for killing clone troopers as they disembarked from transports, often AT-TEs or RTTs. CIS snipers were also similar to the standard troopers except they carried auto turrets on their backs rather than backpacks. They also wore specialized targeting goggles that enabled them to use E-5s sniper rifles. Since the E-5s sniper rifle was designed to be used by battle droids, the organic snipers would find the weapon worthless without the goggles.

The Separatist snipers were able to get a few kills, but many clones managed to survive exiting the walkers. The Republic's AT-TEs were even less accurate as they tried to blast the CIS infantry over such a distance. Being the largest target on the Separatists' side, Quartz pulled his tank back even further from the battle. Only the dwarf spider droids seemed undeterred by the long-range gunfight, though the two sides were slowly narrowing the gap.


"I have found something the Republic has tried to keep a secret," CDC-76 announced to Katen and Sledge.

"What's this secret?"

"They're repairing the remains of a decimator."

"I thought they were all destroyed."

"They were. They're trying to fix one."

"They don't have the numbers to police the planet, they plan to use the decimator to instill fear in the civilian populace." Decimators were powerful repulsor vehicles that were developed on Eredenn Prime and constructed at Alaris Prime. The decimators were stolen by Separatist General Sev'rance Tann and were used to capture the energy-producing planet Sarapin. The CIS tried to continue this success by building its own decimators in factories on Krant but the decimator facilities and General Tann were both destroyed by Jedi General Echuu Shen-Jon. The powerful vehicles had since been unavailable to both sides during the war, but the Republic was trying to revive at least one.

"Open up in there! Open up in there!" clones were banging on the door to the command center.

"I have an idea, hide," CDC-76 put his clone helmet back and while Katen and Sledge hid.

CDC-76, now Commander Nold, undid the lock and the door slid open. "We have a traitor in our midst, he tried to take over the command center. He's trying to work with the Separatist attackers. I fought him off and he ran down that way," Nold pointed.

"You three stay here and assist the Commander. The rest of you, come with me," the clone captain barked his orders. The others followed the captain while the three troopers that were left behind took up various stations in the command center. Katen and Sledge still hadn't been seen, the clones were too preoccupied with dealing the situation as they knew it.

"Sir," one the clones called out to Commander Nold.

"We can an Acclamator assault ship coming down to base sir. I have verified it as one of the ships from the Battle of Ockramoma."

"They survived the battle and managed to escape?" another of the clones asked. "What took them so long to report in?"

"Their cruiser is obviously damaged. Grant them clearance to land immediately. We may need their help to win this battle."

"Yes sir."

Katen and Sledge had slowly been sneaking around and each closed in on a trooper. Katen started it, grabbing a clone by the head and snapping his neck. Sledge killed the second with her electrowhip. CDC-76 shot the third with his blaster.

"That was fun," Katen said.

"Our first set of reinforcements have arrived," CDC-76 declared while using his clone voice.


The damaged Acclamator landed within the walls of the base. Clone troopers, IM-6 medical droids, and Kaminoan worker droids moved up to assist their comrades.

The ship's ramps lowered to reveal battle droids led by Z23-Y75. The clones were taken completely by surprise and were swiftly gunned down, leaving the medical and worker droids defenseless.

GATs came down the Acclamator's side ramps as a new round of clones rushed to counter the surprise attack. The fight broke about even, considered the Separatists should have been doing better. That changed once a tri-droid exited from the Acclamator's main ramp.

The clone lieutenant on the scene was determined to keep the situation from spiraling out of control. The clone ran for a specific vehicle garage and entered.

"Bring out the decimator!"

"Sir, it's only seventy-one percent complete."

"Is the turbolaser cannon operational?"

"Yes sir."

"Then bring it out."

"Right away sir."

The garage door opened and the decimator moved out onto the battlefield. The battle droids and clone troopers took no notice of the vehicle's presence.

The decimator fired, destroying the tri-droid in a single hit. It was the super battle droid 8EX who first recognized the threat the decimator posed and uploaded the update to Z23-Y75. This made the GATs reoriented themselves at the decimator and began to attack. One by one, the powerful war machine took out the ground armored tanks.

With the CIS vehicles out of the way, the decimator took to attacking the parked Acclamator, rather than fire on individual battle droids. The clone driver's reasoning was that the Acclamator was probably still full of battle droids, and the vehicle would be better used taking out the ship than helping the clone infantry with their immediate problem. Targeting individual battle droids was a waste of the turbolaser's power.

The sabotage droids, having already completed their original objective, were called by Z23-Y75 to weaken the decimator. The black droids swarmed over the slow-moving vehicle like a plague of locusts. The decimator had no defense against such droids and the clone troopers were too preoccupied with the battle droids to assist their tank. The decimator pilot decided to continue firing on the Acclamator as long as he could.


All the while CDC-76 was receiving a steady stream of updates from clones regarding both battles. Everything was going well for the CIS but other Republic bases on the planet reported that they were sending assistance. Now was the time for CDC-76 to call in the main force.

The 8th Fleet was waiting just outside the sensor range of Zelos II. When they received CDC-76's transmission to proceed, the warships made a short hyperspace jump and appeared directly in front of the planet for all to see.

"We're picking up only two Acclamator assault ships," a pilot droid informed OOM-8.

The OOM command battle droid turned to the holographic projection of TH-1066. "We'll divide the Fleet. Prevent the Acclamators from combining their firepower. Your target will be enemy cruiser number two. I give you command of the all our Munificent frigates and Recusant destroyers to accomplish your task."

"Yes, Commander OOM-8," TH-1066 complied. The 8th Fleet divided to engage their separate targets. At the same time, the Lucrehulk battleships and droid control ships unleashed waves of C-9979 landing craft and Trade Federation drop ships down to the planet.

Despite being grossly outnumbered, the Acclamators did not back down. They released their V-19 Torrent fighters and the CIS ships answered with Vulture droid fighters.


Commander Zako's attack group had cut through the clone troopers and AT-TEs that opposed them and were heading towards the Republic base, which was in no condition to defend itself.


The sabotage droids had significantly weakened the decimator and finally disengaged the tank to allow B1 battle droids armed with E-60R rocket launchers to bring it down. Even in its damaged state, the tank absorbed fifteen rockets before being put down for good.

The clones continued to fight valiantly, trying to stop the droids from getting inside the base's buildings.

"Hurry, get those repeaters up!" a clone officer urged his armored brethren to quickly assemble EWHB-12 repeaters. Banger was one of the clones charged with this task. He had wondered what was keeping Mash. He'd have to find out later. Banger noticed Sergeant Reedy heading out from one of the buildings. The clone sergeant was carrying a PLX rocket launcher, which was good; they could certainly use the firepower.

"Sergeant Reedy! Over here!" Banger called to his compatriot.

Banger and the other clones at the repeaters had no idea what hit them. Reedy aimed the rocket launcher and fired upon his 'allies.'

The clones were starting to thin and Reedy took off his helmet to avoid being attacked by his true allies. The BX droid commando was approached by Z23-Y75.

"Commander, the commandos have disabled the security system. The auto turret defenses are down and all doors are unlocked."

Z23-Y75 lowered his ZGD gatling gun. "Excellent." The command droid transmitted their progress to OOM-9.


General OOM-9 was currently landing his own troops just outside the firing range of another Republic base. No Republic starfighters or gunships had attacked them as they landed, OOM-9 figured they were sent to assist the base Z23-Y75, CDC-76 and Zako were attacking. OOM-9 sent his group of Scarab starfighters to assist his allies. He wouldn't need them here anyway.

STAPs, ASTs, AATs, and AMLs formed a defensive line as the bio cannons deployed and started bombarding the base. OOM-9 planned to draw his enemy out to fight him where their turrets couldn't help.

The Republic commander in charge of the base must have figured out OOM-9's plan, as they did not charge out from their walled base as OOM-9 had thought they would. Instead they just stayed there.

OOM-9 observed through a pair of electrobinoculars from the top of an AAT. "What are those idiots waiting for?" OOM-9 asked SSA-719, who was holding onto one of the handrails on the side of the tank. "At this rate, the bio cannons will destroy them. They won't have to come out to the battlefield to meet us."

"Perhaps they've recalled their starfighters back to base," SSA-719 offered.

"Or they're planning to evacuate." OOM-9 did not want to play guessing games as to where they would run to. It was unlikely that they had the ability to escape from the planet and OOM-8 had just reported that the Acclamators in orbit were disposed of. They would probably try to regroup with others on the planet and create a big problem for the Separatists. OOM-9 did not want that, he needed the Zelosians on his side. They were already frustrated with the Confederacy for taking so long to liberate their planet. OOM-9 did not want to wreck their world with a long, drawn out battle.

"All units, forward! Infiltrate the base!" The bio cannons had destroyed most of the turrets anyway. The Republic lost any advantage they had.

The bio cannons focused their attention to destroying portions of the wall, allowing the AATs and other vehicles to enter the base.

Inside the walls, the STAPs and ASTs swept through the area to kill the clone troopers while the AATs and AMLs used their heavier firepower on the buildings.

OOM-9 turned his own tank on a mech factory. It was not a large production facility, but it proved the Republic planned to increase their presence on the planet. Clone personal walkers spilled from out of the factory, but they were no match for OOM-9's AAT. They did succeed in stopping OOM-9 from attacking the factory. But that was rectified when a pair of bio cannons targeted the factory and obliterated it with a few red artillery blasts.

A clone armed with a PLX missile launcher fired into the side of OOM-9's tank. Luckily, it was not the side that SSA-719 was latched onto. Still, the security droid hopped off the side of the tank and blasted the clone from on foot.


EEK-176 was dealing with his assigned enemy base in much the same way OOM-9 was, but bombarded it with a squadron of shielded E-STAP droid starbombers instead of bio cannons.

Naturally, the E-STAPs destroyed the anti-air turrets first, and then moved on to the wall and other structures. As EEK-176 and his column of AATs entered the base, they found nothing out of the ordinary except for one thing.

There was a Zelosian Jedi fighting alongside the clone troopers. Or at least she looked Zelosian as EEK-176 viewed her through his electrobinoculars. "How peculiar that she is so willing to subjugate the homeworld of her species," EEK-176 commented to KJZ-8267, who was riding an AST next to EEK-176's AAT.

"The Jedi think they are better than everyone else," the pilot droid stated, firing the scout tank's laser cannons at a squad of clone troopers.

"Interesting that the Republic chose her to suppress this world."

"She may be familiar with it?" KJZ-8267 offered. Though it was unlikely that was the case, since the Jedi scooped up Force-sensitives while they were infants. She probably knew no more of her homeworld than any other Jedi did.

"Perhaps they are testing her loyalty," EEK-176 was rather thoughtful of the subject, considering the battle that raged around him. His AAT's primary cannon pointed towards the Jedi. "Oh well, it doesn't matter now." The cannon fired, leaving nothing but a charred stain where the Jedi once stood.

The clones proved to be more troublesome. A jet trooper hit KJZ-8267's armored scout tank with an EMP launcher. The scout tank slowly came to a halt; KJZ-8267 aimed his elite E-5 blaster rifle and swatted the clone out of the sky. Three more clone jet troopers replaced the fallen one. Though the newcomers were blasted by the rocket battle droid RKT-421. Some standard clone foot soldiers tried to take of KJZ-8267, but the pilot droid was assisted by 5TE and they were able to kill the clones without so much as a scratch. Now without a usable vehicle, KJZ-8267 climbed onto the side of EEK-176's armored assault tank. 5TE continued to follow the tank at that point but preferred to stay on the ground as an infantry soldier.

The shielded E-STAP bombers were still bombing the base, the droid control ships' CCCs helping them to not hit their allies on the ground. Rather than being bombed into dust, the clones made suicidal runs against the Separatist tanks on the ground.

After only fifteen more minutes of fighting, EEK-176 had captured the Republic base, or what was left of it.


The other two major Republic bases had sent gunship fighters and gunship bombers to Z23-Y75's base. Half had been intercepted by the Scarabs fighters OOM-9 had sent. The others were shot down by a combination of Zako's assault troopers and Z23-Y75's baron battle droids.

The Confederacy had been victorious on all fronts. The Republic forces on Zelos II had been defeated within a single day. All clones and other Republic personnel that were not present on the major bases surrendered. They had no hope of waging guerilla warfare when the local population was so hostile towards them.

Not everything was completely perfect.

"General, the Acclamator that we used for the sneak attack is no longer space worthy," Z23-Y75 informed OOM-9. The decimator had riddled it full of holes and caused damage to vital systems.

"Can it even lift off from the ground?" OOM-9 queried.

"No sir. Not without extensive repairs."

"An acceptable loss. We were not expecting a decimator. The Republic's desperation is growing. Leave what's left to the Zelosians to do with it what they will. We still have one more to utilize."

"The local leadership wishes to speak with you in person, General," a B1 informed OOM-9.

"Very well." Considering how the day went, OOM-9 figured fighting the Grand Army of the Republic was easier than dealing with politicians.