Chapter 30: Battle of Zaloriis

"I have a bad feeling about this," Melissa Sledge picked at the donut crumbs stuck between her teeth with her tongue.

"A bad feeling about what?" Ashley Katen asked as the trio of humans walked down the corridor. The hallway was streamlined, efficient and bland; exactly what one would expect to find in a droid factory. The monotony of the environment was only occasionally broken by a few ceiling-mounted autoturrets. Though the automated defenses tracked the humans as they moved, the trio was unfazed.

"About OOM-9 summoning the three of us. About us being back on Eos. You remember what happened last time."

"What's wrong with being on Eos?" Karl Zako asked.

"We didn't need to return to OOM-9's home planet just to repair the damages incurred from the fight on Rhen Var."

"We did receive casualties," Zako countered. "SSA-719's battle group was hit pretty hard on Rhen Var. I think it's good to take the time to fully repair all troops and vehicles before engaging in another major battle."

"That isn't all we're doing here. We would have been done by now if that was it. The General is up to something."

Katen let her friends blather on as she ate the last of the donuts. When she was finished she casually tossed the donut bag on the floor. Zako turned around and picked up the trash. "Could you try and not make OOM-9's factories look like garbage?"

"You're worse than a cleaning droid," Katen jeered. Zako dropped the bag in a nearby garbage can before the group continued onward to a doorway guarded by a pair of security battle droids.

Once the officer trio passed through the locked door they were met by OOM-9, EEK-176, OOM-8, and Doctor Gatling Quartz. They had gathered in a combat testing room. There weren't too many new droid models being churned from the factories on Eos. Testing facilities had informally morphed into training facilities since the high-quality battle droids spit out by the factories on Eos were capable of learning from experience. But OOM-9 was about to have the room used for its original purpose.

"Good, now that we're all assembled we can begin," Dr. Quartz announced.

"Begin what?" Major Katen demanded to know. "No one ever tells me anything."

"That's because you never listen," EEK-176 joked. Zako laughed, prompting Katen to elbow him in the stomach.

"The ultimate battle droid is complete," OOM-9 proudly announced.

"But General, we already know that. You're standing right there," Katen smirked.

"Very funny, Major. And also true," OOM-9 let Katen's comment slide since she was being such a kiss-ass about it.

A door on the opposite side of the room opened and a squad of twelve black colored battle droids marched in, followed by two peculiar looking dwarf spider droids.

"The Z1 special ops battle droids," Dr. Quartz announced.

The Z1 battle droids looked just like B1 battle droids except they were jet black. Their eyes were silver, in contrast to the black eyes of the regular B1 battle droids. The Z1 droids had their names painted on their back in silver instead of black (in order to be legible for their organic allies).

"It looks like you just gave a few B1s a custom paint job," Sledge said.

"That is the idea," OOM-9 stated. "The clone troopers and Jedi will never realize how deadly they are."

"What about those spider droids?" Zako asked.

"The Z1 special ops dwarf spider droid," Dr. Quartz explained. The Z1 dwarf spider droids had black eyes instead of red, and parts of their armor were also black.

Behind the twelve battle droids and two spider droids a Z1 command battle droid stepped forward. "Commander KLO-657 was converted to be the first Z1 command droid. The others were build as they are," OOM-9 explained. KLO-657 still had the shell of a normal command battle droid, but was painted black with silver eyes and nametag on his back. Instead of the dull yellow markings typical of command droids it was now silver. KLO-657 also had silver CIS emblems painted on his shoulder plates.

"What do they do that is different from the HouseKarl battle droids Quartz produced earlier?" Sledge asked. "This is the same trick as last time, disguise ultra powerful droids in older model shells to confuse the enemy."

"You'll see soon," Quartz answered.

"Will you be getting this upgrade as well?" Zako asked OOM-9. Commander Zako had originally helped OOM-9 plan the designs for the Z1 battle droids, and thus had a good idea as to what their upgrade was, though he had never shared that information with Captain Sledge.

"No. KLO-657 will be the only one," OOM-9 answered.

"Why convert him?" Sledge asked. "Why not just built a Z1 command droid from scratch?"

"KLO-657 will be the leader of my elite Z1 droids. I need a unit with experience. These new units are far to expensive to leave in the care of an inexperienced commander."

"I suppose you want me to fight one to test their abilities?" Katen guessed.

"No, that will not be necessary, Major," OOM-9 patted her on the shoulder. "I have something different in mind."

"Care to tell me what it is? I hope it's violent."

"But of course," OOM-9 replied. "How could it not be? Bring out the clones."

A squad of super battle droids escorted in a group of clone prisoners. Most had been recent captures from clones that had surrendered after the recent battle at Rhen Var.

The droid and human CIS officers and the Skakoan scientist left the testing area to watch from the safety of an observation room.

The clones had been given their armor to wear, and thus they assumed they would be used as target practice. When the super battle droids left the room, Commander KLO-657 approached the clones. "Your weapons are on the far side of the room, you better hurry up and acquire them," the Z1 command droid pointed.

The clone instantly made a dash for their weaponry. "Go go go!" one of the clones yelled. The clones were at the other end of the room in seconds and grabbed their guns. The Separatists had provided them with DC-15S blasters, DC-17 hand blasters, DC-15A blaster rifles, and a Z-6 rotary blaster cannon. The Z1 battle droids were only equipped with standard E-5 blaster rifles.

"You're going to regret giving us our guns back!" a clone whooped.

"Begin operation," OOM-9 ordered the Z1 droids over the intercom.

All the Z1 droids suddenly turned invisible. The clones were stunned; they were not expecting the droids to vanish.

"Where'd they go?"

"I dunno."

"What do we do now?"

"Head for the doors!" a clone said. "If they're not gonna fight then we'll just blast our way out of here-" the clone giving the order exploded into meat chunks.

A Z1 spider droid was now visible. "They cannot attack and maintain their stealth mode at the same time," Quartz explained to the CIS officers.

"Light it up!" a clone yelled. But then that clone took a hit. Suddenly all the Z1 droids were winking back into existence, at different positions around the room.

Every time one of the clones tried to target a droid, it would disappear. Then the clone was attacked by a different droid from another direction. The whole thing was quite a sight to behold. The droids were making absolute fools of the clones.

During the fight it became clear that the Z1 spider droids shot violet lasers from their cannons. They were substantially more powerful than the cannons of standard dwarf spider droids. Though it was not immediately obvious, since even standard dwarf spider droids were able to kill clone infantry with ease.

"Clone! Watch your fire!"

"Sorry." A clone had accidentally hit a teammate when wildly firing at a Z1 battle droid.

"This isn't so impressive," Katen said to OOM-9. "So you gave them the stygium crystals we got from Krona. They can turn invisible. So what? Our regular battle droids could have wiped out these clones."

"These droids are just as powerful as the HouseKarl battle droids," Quartz said.

"Does it matter?" Katen countered.

"Katen has a point," Zako admitted. "The clones are no match for even our most basic soldiers. How can we justify the cost of these elite units when any droid will do? Perhaps we've made a mistake."

"You're thinking too narrowly," OOM-8 interjected. "You fail to take into account elite clone units and Jedi. That is what these droids are really for."

"Indeed," Zako said.

"At any rate," OOM-9 started. "This wasn't the real test. I know they are more than a match for a standard clone trooper. The real question is whether they're worth the cost, yes? I have a plan to measure their worth."

"You want us to go find a Jedi?" Katen asked. "I bet you anything the one time we go looking for a Jedi, there will be none to be found."

"Negative, Major," OOM-9 said.

"So what's your plan?" Zako asked.

"A competition amongst my most elite units. The Z1 Special Ops droids, HouseKarl battle droids, BX droid commandos, and marine battle droids will assault a Republic installation together. Then we will see who performs the best."

"What about our human shock troopers? Will they be included?" Zako asked.

"No. This time it is droids only. We must find out which droids are worth the cost of production." The last of the clones fell to KLO-657, the command droid had snapped his neck from behind.


OOM-9 had chosen the planet Zaloriis to test his new droids. Zaloriis held a secret Republic walker factory and research station. A captured Republic officer had provided the Separatists with the precise coordinates of the factory and research base.

Melissa Sledge was sent to Zaloriis under the guise that she was a merchant named Candy Butternubs. OOM-9 provided Sledge with a purple Gozanti cruiser to transport the droids. Her ship touched down on the capital city of Zaloriis, Zaloriis City, without incident and she was able to sneak the battle droids through customs. It wasn't too difficult as she claimed to be delivering worker droids and droid parts to a series of small shops. The battle droids had been folded up into the large cargo crates with some PK worker droids and some basic droid components. The Z1 dwarf spider droids were more difficult to pack but had been shoved in the crates with the others nonetheless.

Once the security personnel had left the docking bay, the battle droids crawled out from the messes in the crates. "Was that necessary?" a droid marine asked. "We could have easily overpowered the guards."

"Then others would wonder what happened to them and come looking," Sledge explained. "We just got here, there's no need to alert the Republic to our presence so soon." The Z1, HouseKarl, and BX droid commandos were highly elite units programmed to handle infiltration missions. The marine battle droids weren't programmed for finesse but rather to capture starships by force, often noisily. It was for this reason that Sledge was patient with the droid marine; he was somewhat out of his element. Sledge was sure the droid marines would be the first to alert the Republic of their presence once the attack was underway. But Sledge also considered them to be excellent fighters. She wasn't sure which team would end up winning the contest.

"All right, you all know where to go," Sledge sent the various battle droids on their way. Sledge and the PK worker droids went off to actually try and sell the spare droid parts.


It was effortless enough for the battle droids to leave Zaloriis City undetected. The locals seemed to be slow and dull-witted and the droids were on their way to the Republic's secret walker factory. The factory was hidden from civilization near the Fantain Mountains.

The battle droids had to cover long stretches of land with very little cover. The CIS droids could have been spotted from the air, but the harsh winds had deterred the Republic from sending out any kind of aerial patrols, not that they had any reason to from their point of view. Zaloriis had been spared from the touch of the Clone Wars so far, and the Republic had no reason to think that it wouldn't stay that way. On the surface, Zaloriis wasn't strategic in any significant way. Even the planet's local populace seemed aloof about the galactic war that was tearing apart the galaxy.

The cold, sharp wind sliced against the battle droids as they continued their trek. Though the cold wind made no difference to the droids, and it didn't even slow their progress. If anything the uncomfortable weather was an advantage to the Separatists as it deterred the Republic from venturing outside their base in large numbers.


Melissa Sledge found a small, unassuming droid shop. "Let's go," she told the PK worker droid accompanying her. The worker droid carried a small crate containing samples of the wares that Sledge was hocking. A bell chimed as Sledge and the PK droid walked through the shop's front door.

A scrawny human male looked up from the counter to greet the visitors. "Good day," he paused. The woman before him was absolutely beautiful. She was a slender woman. She had intense brown eyes and short black hair. "How may I help you?" he finally continued.

"Yeah, I have some droid parts for sale, if you're looking to buy." Sledge was short and to the point, she was hardly a saleswoman.

"I'm sorry," the human clerk started. "I haven't worked here too long, but I don't recognize you as one of our regular suppliers."

"That's because I'm not. I'm from off world."

"An offworlder? We don't usually get your types in here. They usually do business with the big dealers."

"Yes, but they're just not doing it for me. Perhaps you can satisfy my needs?"

"Uhh," the young man stuttered. His eyes gazed up and down her body. Sledge guessed that he was only seventeen or eighteen years old. Judging from the young man's actions, Sledge could tell that he found her attractive.

"Show him," Sledge motioned to her PK droid. The worker droid set down the crate and opened it up. "So, where's the manager? We gonna do some business here or what?"

"I'm sorry, but the manager is out sick today."

"What about the owner?"

"The manager is the owner of the shop."

Sledge grumbled and the PK droid started up close up the crate.

"But I can conduct business on her behalf," he lied. He'd get in trouble later, but he didn't want her to leave. "Oh, um. My name is Lou. Lou Serr."

"Charmed. My name is Candy Butternubs," Sledge lied. She wasn't stupid enough to give out her real name while undercover.


The mountains on the horizon grew larger and larger over time as the battle droids went about their march. Though they reached the factory before they reached the mountain range. The complex was entirely surrounded by a heavy wall that went about the area in a perfect square. There were massive, vehicle-sized gates on the western, eastern, and southern walls.

Commander KLO-657 gave the different squads their directions. "The special ops droids will attack from the north." The Z1s were the newest and presumed deadliest droids in the group, thus KLO-657 assigned them the furthest end of the base to buy the other teams some time (as they had approached the base from the south). "The HouseKarls will attack from the south, the commandos to the west, and the marines to the east."

The separate teams broke off to advance on the base in their own way. The terrain was no longer empty or barren as there were several craggy outcroppings and scattered boulders for the droids to use as cover. There were only a few light turrets scattered about behind the walls of the base, and none of them spotted any of the battle droids as they approached.

The Z1 droids had engaged their stealth mode and were quickly making their way to the northern side of the base. Since their assigned wall was closest, the HouseKarls held off from attacking to give the other teams some time and to see what the other teams would do.

Only a few clone patrols paced about outside the protection of the walls. Two clones in particular were the targets of the BX droid commandos. CDC-76 and another droid commando snuck up and silently killed the clones with their vibroswords. They planned to don the clone armor in order to get the western gate opened so the other BX droid commandos could enter.

The droid marines were in luck; an RTT was making its way through the eastern gate. The gate was open, so the marines charged in guns blazing. There were only four clone guards, and they were blasted by the front most droid marines wielding E-5 shotguns. The RTT, as it turned out, was carrying not only supplies but a squad of clone troopers as well. When the troop transport's side door opened, droid marines armed with RD-4 radiation launchers lobbed their toxic grenades right into the open hatch of the transport. The clones had nowhere to go, nowhere dodge, and were instantly killed.

The marines' straightforward attack alerted the Republic base, and two of the other droid teams also dropped any preface of being stealthy and attacked. The Z1 and HouseKarl battle droids had magnetized their feet and simply ran up and over the walls. The BX commandos had managed to get the western gate open by pretending to be clones, but their plan had cost them more time in comparison to the swift action of the other squads.


With the battle started, KLO-657 sent a signal to Sledge. Sledge's comlink started to beep.

"Something wrong?" Lou asked.

"No, just a moment," Sledge excused herself and whispered orders to her PK droid. The worker droid turned and left the shop.

"So," Sledge turned back to him. "Where'd you get all those E-5 blaster rifles? I thought this was a droid shop." She pointed towards the back of the shop.

"Salvage sold to us from scavengers."

"The Confederacy isn't on Zaloriis. I thought you said you didn't get a lot of business from offworlders."

"They were first sold to the big dealers, who then sold them to us," Lou explained.

"Ah, of course."

"Yeah, the Confederacy's weapons of war are all over the galaxy. They certainly have enough of them. You can find those wretched guns everywhere."

"You don't think much of the E-5 model do you?"

"And you do?"

"Of course. They're sturdy and reliable. You try bashing in a pirate's head with one of those prissy Republic DC-15S blasters and let me know how that goes."

"You're a fighter?"

"Of course. I'm a smalltime merchant. I can't afford a bodyguard. A girl's gotta protect herself, you know." Sledge pulled the SE-14 blaster pistol from her holster for him to see.

"Right."

"So how much for the E-5s? I'll take all that you have. Better yet, let's make this easy. How about a trade?" Sledge crossed her arms over her stomach.

Lou didn't know what to do. How could he refuse such a beautiful woman? But the droid parts she offered really weren't worth the blaster rifles. "Okay."


The PK droid returned to Sledge's ship and then relayed KLO-657's signal to the 8th Fleet. OOM-9's armada then made a short hyperspace jump and ended up right in front of Zaloriis. There was no hiding now. The Galactic Republic military force stationed on Zaloriis knew the planet was under threat of invasion from the Confederacy of Independent Systems.


The HouseKarl battle droids started with killing the clones stationed at the two turrets protecting the southern wall. Once the clones were dispatched, the droids smashed the turrets' controls, rendering them unusable. The HouseKarls then turned their attention to their next target, the legions of parked clone personal walkers stationed in front of the main factory. Though there were multiple clones and factory staff rushing to man the anti-infantry walkers and use them against the invading droids.

Over a dozen of the small walkers ended up being occupied by an operator. Though whether the walkers had a pilot or stood motionless made little difference against the HouseKarls. The droids moved too fast and erratically for the walkers to target. Many of the HouseKarls were armed with ZK-III battle-axes, and simply rushed the walkers and cut one of their legs. As clone personal walkers stood on two legs, losing even one caused them to crash down to the ground. As the battle-axe wielding droids cut through the moving walkers, the HouseKarls armed with other weaponry killed the operators that got out of the walkers that had been downed.

The droids moved throughout the base, slaughtering any and all they came upon. With the carnage of a battle so blatantly against the Republic's favor, some of the clones pulled back inside to the factory itself.

Rather than go into the factory buildings with the other Z1 battle droids, the special ops dwarf spider droids went around them, killing any clones that came across their path.

When the Z1 battle droids entered the factory they soon found themselves in the assembly area. Automated construction arms were busy gong about assembling various parts needed to produce a complete clone personal walker. KLO-657 was not impressed by what he saw, the droid factories on Eos or Zakkudos were much more massive and efficient than the walker factory was.

"Fan out in groups of two. Find the primary power source," Commander KLO-657 instructed.

Before the Z1 battle droids could completely split off into their separate teams, a herd of Kaminoan worker droids stumbled upon them. The Republic worker droids were very confused by the presence of the intruders.

"Dumb droids," the Z1 battle droid Z-8 remarked.

"The Republic couldn't manufacture a decent droid to save their existence," KLO-657 stated. "Actually, it will cost them their existence, since they can't make a decent clone soldier either."

After KLO-657's insults about the Republic, the Kaminoan worker droids had made up their minds about what to do with the intruders. The Kaminoan worker droids started to attack the Z1 battle droids. The worker droids had no weapons to speak of, but that didn't stop them from assaulting the special ops droids with a series of slap attacks.

KLO-657 had to fight back laughter. The other Z1 droids were too new to have accrued much of a personality yet, but the old command droid found the situation very amusing. KLO-657 grabbed the head of the worker droid that was pounding on him and twisted it off. The headless body was still moving about until KLO-657 gave it a swift kick. The headless worker droid crashed to the floor and didn't get back up. KLO-657 then punted the head into another worker droid.

The other Z1 battle droids followed suit. The entire herd of Republic worker droids had been destroyed in seconds. The Z1 battle droids finally split up to find the factory's power source.


The massacre of the Kaminoan worker droids had made a great deal of noise, and some clone troopers went to investigate what was going on.

"The battle droids made it inside the factory," a clone trooper stated.

"Of course they did, no one locked the doors," another clone angrily stated.

"I don't have the codes to initiate a lockdown," the clone sergeant snapped. "Those non-clone morons running this facility are going to get us all killed. Now spread out and find those battle droids!"

"Yes sir!" all the clones in the squad answered.

"They can't have gone too far. We'll get them."


Splitting up the special ops squad into teams of two meant that KLO-657 was on his own. He was the single Z1 command droid in charge of the twelve Z1 battle droids in existence. Though KLO-657 hardly needed a partner. Not when he was armed with a precision SE-14 blaster pistol. A very expensive and rare sidearm, the precision SE-14 blaster pistol was superior to both the standard SE-14 and commando SE-14 models. The precision pistol fired fast, powerful, highly accurate, violet colored blaster bolts.

So when KLO-657 came across three clone troopers, he was able to kill them with ease. KLO-657 had thought the short skirmish was over, until he was shot in the back. The Z1 command droid turned around to meet his attacker, but found no one. He searched around, but in the midst of the factory's many assembly lines there were many places for his opponent to hide. He was shot again, but the droid found his opponent. A clone lieutenant was equipped with a jetpack and was hovering in midair. The noise of the factory had drowned out the sounds from the clone's jetpack.

The clone lieutenant fired his DC-17 hand blaster another three times, though only managed to score two hits on the droid. Despite taking multiple blaster bolts, KLO-657 showed no signs of slowing down as he returned fire. The clone evaded the incoming fire and kept attacking. Surprised that his hand blaster wasn't able to bring down the skinny droid, the clone lieutenant blazed forward with his jetpack and purposefully slammed into KLO-657.

The tackle knocked both KLO-657 and the clone onto an assembly line. The collision had knocked away the battle droid's precision pistol. The pistol was still on the assembly line, though the clone stood between KLO-657 and his weapon. The clone lieutenant raised his DC-17 blaster to fire, but KLO-657 threw a right jab that sent the clone sprawling to the ground. The clone rolled away as KLO-657 tried to stomp on his head. But the clone lieutenant had lost his blaster when he took the hit and now both combatants were without a sidearm.

KLO-657 didn't need a blaster and resolved to kill the clone with his metal hands. The clone caught his lunge and the pair struggled as they avoided the assembly line's automated manipulator arms that were still piecing together walker parts. When the clone realized that the black command battle droid was significantly stronger than him, he activated his jetpack and took off. KLO-657 held onto the clone's foot, bringing him down. The clone kicked at the droid with his free foot and KLO-657 fell back onto the assembly line.

KLO-657 ran for his precision pistol while the clone flew over to a control console on a walkway overlooking the assembly line. The clone lieutenant shoved away the Kaminoan worker droid at the controls and overrode the assembly line's manipulator arms to attack KLO-657. One of the arms slammed into KLO-657, but the Z1 droid grabbed a hold of it and ripped it from its base. KLO-657 swung the arm into the others as he fought his way to his pistol. Once he grabbed his gun, KLO-657 was easily able to blast any other obstacles that threatened him.

The clone lieutenant took to the air again, dodging blasts from KLO-657. But the clone was suddenly hit from a different direction and came crashing down onto the line again. KLO-657 turned and saw that some of the marine battle droids had made their way into the factory. One marine armed with a regular SE-14 blaster pistol had shot the clone lieutenant.

KLO-657 approached the clone, but didn't fire his blaster pistol. The clone tried to use his jetpack to take off again, but it wouldn't start up. With the command droid upon him, the clone chose to go down fighting and threw a punch. KLO-657 caught the clone by the wrist and snapped it. The clone sent another punch coming with his other hand but KLO-657 blocked it and slapped the clone off the assembly line. The clone lieutenant fell onto another assembly line lower down and was smashed by machinery meant to work on walker parts.

Nearby, the special ops battle droids Z-1 and Z-2 were killing a group of factory workers. After they finished with their killing, they noticed what looked to be a sealed control room for the factory hanging from the upper levels. The two Z1 droids holstered their weapons onto their backpacks and starting scrambling up various pieces of machinery and pipes to reach the control room. Having magnetized their hands and feet the two droids crawled up the walls as if they were some kind of murderous aliens from some ancient horror vid.

They were quickly able to reach their destination and crawled up to peek through the room's observation window. The factory workers in the room stared at the battle droids, unsure how they had gotten up so high. Z-2 pulled the flechette E-5 shotgun connected to his pack and blew the window in. The two droids crawled in the control room. Z-1 unhooked his elite E-5 blaster rifle and started killing the factory workers as they tried to flee. With the organics dead, the two Z1 battle droids started messing with the factory controls. They set the assembly lines to work at an unsafe speed and remotely disabled the power regulators. When they were finished playing around they smashed the control consoles so their sabotage couldn't be undone.


The special ops battle droids Z-3 and Z-4 were the ones to find the main power generator. The Republic was smart enough to leave guards, but the four clone troopers were easily killed by the two Z1 battle droids. Z-3 and Z-4 updated their progress to the other droids, prompting the battle droids inside the factory to start to move towards the exits. Z-3 and Z-4 collected the thermal detonators on the clone troopers and set them in a pile in front of the generator. Then they shot the pile of explosives and started to run.

The main power generator was destroyed, but the factory kept going. Secondary power sources were still up but the factory assembly lines were starting to malfunction or fall apart as the Republic workers lost control of the factory's power regulation.

All the battle droids were able to escape and get clear of the factory before it was engulfed in a series of seven explosions that ultimately left nothing but a heaping wreck of smoldering scrap metal where a high-tuned factory once stood moments before. With their connection to the CCCs on the droid control ships in orbit, the droids were able to quickly tally the kill and casualty counts for each of the four teams.


"Ah, the results," Dr. Quartz looked at the readouts on the screen. In terms of numbers of kills, the Z1 special ops battle droids had scored first, the HouseKarl battle droids had earned second, the marine battle droids ranked third, and the BX droid commandos came in fourth. The BX droid commandos were the other team to suffer casualties, which amounted to two droids that could be repaired later.

"I'm surprised the BX commandos did so poorly. CDC-76 must be furious," Katen said.

"One would be stupid to underestimate the marines," OOM-8 said.

"How disappointing," OOM-9 stated. The others looked at the general, the humans with expressions of puzzlement on their faces.

"Something wrong? I thought they all did well," Zako said.

"They did kill effectively, not enough to warrant their price. The Z1s barely beat the HouseKarls in numbers of kills, yet they cost much more," OOM-9 explained. It was as he feared, the project wasn't cost-effective. Even if they were sent against Jedi, there simply weren't enough of the Order left to kill. Jedi were dying every day, long before OOM-9's Z1 battle droids or the HouseKarls.

"You have to take in variables such as the randomness in finding enemies," Quartz responded.

"True," OOM-9 agreed. "But I don't think it would matter much. We can't afford to mass produce the Z1s or the HouseKarls."

"We've crammed so much high-quality tech into such old body shells. Of course they are going to be expensive," Quartz replied.

"Indeed, the Z1s and the HouseKarls cost more to manufacture than the IG-100 MagnaGuard models," OOM-8 stated.

The officers soon dispersed as they would be personally joined the invasion of Zaloriis soon.


The research base was east of the walker factory, at the end and at the edge of the Fantain Mountains.

Common sense would have dictated that OOM-9 should have sent his elite teams to take the research base first, in the hopes that they might be able to seize any technical data on experimental walkers. But OOM-9 purposefully had them attack the factory first. OOM-9 did not believe that the scientists would permanently delete any substantial research. And with the 8th Fleet in orbit, the Republic was not going to be able to transmit or evacuate any vital research off of Zaloriis. OOM-9 wanted to save the research base for last to give the Republic time to deploy any experimental walkers they might be keeping there in order to give his elite droids a fresh challenge.

The core ships from the Magna Musai and the Scrapyard landed near the Republic research base. The Glaciarium's and Saak'ak's core ships had been sent to occupy Zaloriis City. Hordes of various droids and vehicles left the gigantic spheres. OOM-9 led the attack on the research base while EEK-176 was in charge of taking Zaloriis City. A few Sheathipede-class shuttles had been sent to pick up the elite droid squads at the now-destroyed factory to transport them to the battle at the research base.


"We have to get off the planet," Lou said. "You have a ship. We can leave on that."

"Why?" Candy Butternubs asked. "So you exchange clone troopers for battle droids. What's the big deal?"

"I've heard stories about how the Separatists treat conquered planets. The murderous butcher General Grievous could be leading this invasion, we have to get out."

"I doubt Grievous is the one attacking Zaloriis." Melissa Sledge had gone along with Lou Serr so far. The sudden threat of war and death had transformed Serr from a stuttering fool into a man capable of taking action. The pair had taken E-5 blaster rifles and V-1 thermal detonators from the store's stock and left in Serr's landspeeder.

"Where are we going?"

"To my parents' house. I'm not leaving without my family."

The distance from the shop to the Serr family house was not that far, but the going was slower due to the panicking civilians running about the streets and the local police desperately trying to fight off the legions of battle droids released from the Separatist core ships.

The police were doing very poorly. They were outnumbered and outmatched by the Confederacy's B1, B2, and dwarf spider droids. The Republic had a very small official presence on Zaloriis. There were few clones in Zaloriis City itself. Most of the clone troopers were split up, acting as commanders for the police squads. Spreading themselves so thin from their brothers seriously hindered the clones' ability to fight effectively but the police needed the direction and leadership they provided. Police units that weren't lead by a clone trooper tended to surrender to the battle droids instead of fight them.

Candy and Lou had made it. "I'll be right back." Lou ran into the house to get his family. To Lou's relief, his family was alive and safe. His father, mother, and two younger sisters were shaken but otherwise fine. He ushered them out to the landspeeder.

"This is Candy Butternubs, she has a ship we can use to get off the planet," Lou explained.

"Hi," Candy said.

"I didn't know you had a girlfriend," Lou's mother said.

"Nice," Lou's father said.

"We don't have time for this, get in. We gotta go!" Lou would have to explain to his parents later that his relationship with Candy Butternubs was purely professional. But Lou held out hope that might change. Candy was very nice to him and seemed to be almost flirting before the Separatists showed up. And she was letting them escape on her ship. Perhaps it was the start to a relationship. But such thoughts were ridiculously selfish given the severity of the situation.

The Serr family squeezed into the landspeeder with Lou's father at the wheel. Lou and Candy and scrunched in the back with Lou's two sisters.

There were still plenty of crazed civilians to avoid but it looked like they had a clear shot to the docking bay.

That seemed to be the case, until a trio of armored scout tanks showed up and started to tail the landspeeder. Sledge looked back to see that it was none other than the pilot droid KJZ-8267 leading the trio of scout tanks. KJZ-8267 was riding a blue and gray AST with his wingmen were using beige colored armored scout tanks.

The ASTs didn't fire but were gaining ground on the landspeeder. Butternubs pulled her SE-14 blaster pistol on the ASTs. "Back off!" Sledge shouted at the pilot battle droids.

KJZ-8267 and his wingmen broke away. KJZ-8267 figured something was up, and wasn't going to break Sledge's ruse.

"Wow, you scarred off battle droids!" Lou was surprised.

"I told you I could take care of myself," Candy replied.


The Republic's defenses at the research base were standard but performed pathetically against the crushing numbers of the CIS forces. OOM-9's homing spider droids, NR-N99 tank droids, hailfire droids, AATs, and bio cannons were more than a match for the Republic's light and medium turrets. The turret gunners chose to target the hailfire droids when they could. The hailfire droids had incredible destructive power yet were fragile compared to other CIS vehicles. It was for this reason that OOM-9 had assigned three NR-N99 tank droids to protect every one hailfire on the battlefield. Though the turrets aimed for the hailfire droids, half the time they ended up hitting one of the NR-N99 tank droid escorts.

The Z1 special ops droids, HouseKarl battle droids, BX droid commandos, and marine battle droids were leading the infantry charge. The battle droid infantry were running at full speed to try to catch up to the hailfire and tank droids that blazed past them. As the hailfire and NR-N99 droid tanks focused on the base's turrets, the clone infantry were able to get past the Confederate vehicles unharmed and were able to attack the battle droid infantry at full strength.

"ZSD-1, take out that clone commander," KLO-657 ordered one of the special ops dwarf spider droids.

The Z1 spider droid beeped in acknowledgement and blasted the clone commander as ordered.

The limited clone infantry on the battlefield were easily overpowered. With their commander now dead, they were performing even worse.

Captain SSA-719 was hanging on the side of OOM-9's armored assault tank. "I think we overdid it, General," the security battle droid said. "The central control computer estimates we outnumber the Republic's soldiers two hundred and fifty to one."

"We're fine," OOM-9 replied. "I like using overwhelming force to crush our enemies. We have more than enough units in reserve if something were to happen anyway."

"Yes sir."

The battle was going by fast. Various kinds of Republic walkers emerged from the base, but none of them were new. OOM-9's AAT was approached by an AT-XT. Knowing they were vulnerable to the walker's weapons, OOM-9 withdrew to the inside of the tank and closed the upper hatch while SSA-719 hopped off the side of the tank entirely. The AAT's secondary laser blasters unleashed a volley on the walker's armored cockpit. OOM-9 fired the primary laser cannon, but the AT-XT activated its shield generator just in time. The shield was durable, but only lasted a few seconds. But they were seconds OOM-9 couldn't afford as the walker plastered his tank with blue laser fire. SSA-719, equipped with an E-8 heavy projectile launcher, ran up to the walker. When the shield dissipated, SSA-719 shot a rocket right where the chin cannon connected to the walker's cockpit. The double laser cannon nearly fell off. The walker's pilot tried hitting OOM-9's AAT with the mortar launchers but he had been aiming at the tank so that the chin gun would hit and the mortar shots went over the armored assault tank. OOM-9 fired the primary cannon again and shattered the walker's head. The legs wobbled for a second and then fell backwards. With his opponent destroyed, OOM-9 opened up the tank's top hatch again to better observe the battlefield.

The fight was more of a contest between the CIS infantry and vehicles to see which group could destroy the Republic walkers first.

"I haven't even seen any new walkers," OOM-9 looked through his electrobinoculars.

"Maybe they have no new walkers," SSA-719 offered as he climbed back onto the side of the armored assault tank.

"I'm inclined to believe that at this point. The Republic seems to be failing in their research and development."

It did not take much effort for the Confederates to win the battle. Afterwards, when the Republic's computers were searched for information, OOM-9 learned that the research base had made no progress on a new walker model. The whole thing had been a rather hollow victory.


The landspeeder made it into the docking bay and, with Butternubs' instructions, Mr. Serr drove the landspeeder right up to her parked Gozanti cruiser. There was a welcoming committee waiting in front of the ship.

"Oh no…." Lou said. The Serr family was immobilized by fear and surprise.

"How'd they find us?" Mr. Serr asked aloud.

"Wait! Don't! You'll be killed!" Lou tried to stop Candy from getting out of the speeder to stare down the squad of Separatists.

Commander Zako, Major Katen, 3B3-888, 8EX and the dwarf spider droid DSD-08 stared back at Candy Butternubs. Lou got out of the speeder and ran for Candy, grabbing her and trying to pull her away.

"Knock it off," Candy shoved Lou back.

"You look awful," Ashley Katen spoke.

"What?" Butternubs said.

"Merchant clothes don't suit you, Captain," the super battle droid 8EX stated.

"Wait…what?" Lou asked.

"KJZ-8267 told us you might be heading for your cruiser," Karl Zako was encased in his FR-8 shock trooper armor. "Care to explain what this is all about?"

"Just taking these fools for a ride," Sledge said.

"What?" Lou was confused. "Candy, what's going on?"

"Haven't you figured it out yet? You idiot! I'm no merchant. I'm a Separatist officer! I smuggled battle droids onto this world before the main invasion!" Sledge laughed.

"How…why?" Lou didn't know what to say, didn't know how to process what he was hearing. The woman he had fallen for was nothing but a lie. "Candy…how could you?"

"Wait," Zako cut in. "You actually used it?"

"Huh?" Lou said.

"Candy Butternubs!" Zako laughed. "You actually used that name? And they bought it? Ha!" The Separatists started to break out into laughter. Even DSD-08 was laughing in his beeping droid language.

"Really? You thought her name was Candy Butternubs?" Katen directly addressed Lou. Sledge started to laugh too.

"You liar! You Separatist murderer!" Lou yelled at the woman whose name he thought was Candy Butternubs.

Sledge couldn't stop laughing. It was a cruel and evil laugh. She wrapped her arms around Zako, trying to insinuate that he was her lover. "Ha ha ha! You loser!"

The Serr family was still in the landspeeder. Mr. Serr had enough of what he saw and heard. He grabbed for one of the E-5 blaster rifles they had brought along.

"Do not move," 3B3-888 warned the human.

Mr. Serr didn't stop. He pointed the rifle in the general direction of the Separatist squad. Before he could get off a shot the Separatist soldiers opened fire. Sledge and Lou dove out of the way.

It happened in the blink of an eye. One of the blasts from DSD-08 had struck the speeder hard, and ignited the V-1 thermal detonators the landspeeder carried. The vehicle erupted in an explosion that claimed the lives of both of Lou's parents and siblings.

"Nooooooo!" Lou ran to the flames, but stopped when it got too hot. His family had been reduced to charred skeletons. Tears in his eyes, Lou turned to Sledge. "Why? Why did you do this? Why did you kill my family? What did we ever do to you?"

"It was a joke. This is your father's fault, not mine. He grabbed the gun. Stupid idiot should have known better." Sledge didn't find the situation as funny as she did a few seconds ago.

Lou Serr started to back away, as if he were going to turn and run.

Zako raised leveled his E-5 at Lou but Sledge swatted it down. "What are you doing?" Sledge demanded.

"I'm going to kill him, what do you think I'm gonna do?"

"Hey, ease off," Sledge said.

"We killed his family," Zako stated.

"That was an accident. It wasn't supposed to happen. They're civilians."

"But it did happen. I'm going to take care of him now to make sure he doesn't cause us problems later when he comes looking for revenge."

"I agree with the Commander," 3B3-888 chimed in. "At this point we should consider him an enemy combatant."

DSD-08 beeped in agreement with Zako and 3B3-888.

"Just, let him go," Sledge said.

"What?" Katen was surprised that her friend was trying to save this one dumb guy. "Let's just kill him."

Zako paused for a second. Lou took off running. 3B3-888 got off a shot, but missed, and then Lou Serr was gone.

"You're going to regret this later," 3B3-888 warned Sledge.

"That human isn't going to be harming Captain Sledge as long as I'm around," 8EX told the B1 battle droid.

"Fine. We'll worry about this later. We still have a battle to win," Commander Zako urged the group back to the city streets where the fighting was still going on.

"You coming?" Katen turned back when she noticed that Sledge isn't following.

"No. I'm not going into battle wearing this." Sledge was tired. It had been a weird day. "I'll take the cruiser back up to the 8th Fleet."

Major Katen turned back to follow the others. Sledge gave a poor excuse not to fight. Katen worried about her friend, Sledge was not a bloodthirsty as her, but she was never soft against the enemy either. Katen was in for a rude surprise, for as soon as she caught up to the others, they all had to dive out of the way of a police landspeeder that was careening out of control due to the fact that DSD-08 had blasted the driver. Sledge may have been less bloodthirsty than Katen, but it was possible that the Major was even less bloodthirsty than the dwarf spider droid DSD-08.


Author's Note: The planet Zaloriis appeared in the computer game Star Wars: Galactic Battlegrounds.

The clone personal walker appeared in Star Wars: Galactic Battlegrounds: Clone Campaigns.

The appearance for the Z1 dwarf spider droids comes from Galactic Battlegrounds: Clone Campaigns. Though in Battlegrounds, the unit is just the standard dwarf spider droid, the artist's unique design is what inspired me to create the Z1 dwarf spider droid. The Z1 spider droids are also intended to sound like the dwarf spider droid in Galactic Battlegrounds. They still communicate in a beeping language like regular dwarf spider droids, but have much deeper voices.

The precision SE-14 blaster pistol, elite E-5 blaster rifle, and flechette E-5 shotgun all appeared in the video game Star Wars: Battlefront II.