Chapter 37: Battle of Zalost Prime

"I'm sick of fighting these droids on desert worlds. First Breeka, then Tatooine, I swear if those clankers flee to Geonosis I'm gonna kill them all," Kicker complained.

"They repelled us on Breeka, they escaped from us on Tatooine, and now we may be heading to our doom at the hands of ridiculously over-skilled battle droids… and you're whining about if we head off to another desert planet?" Jack asked.

"Stow that complaining! You're elite commandos, start acting like it," Ace snapped. Kicker and Jack immediately fell silent.

"It appears that they've fled back to the Zalost system," Captain Klo Toon stated in a calm, almost dismissive voice. The Kel Dor didn't have the displeasure of fighting the battle droids firsthand and therefore did not look forward to the next engagement with any sense of dread. Being a Kel Dor, Klo Toon required a specialized breathing mask to protect him in oxygen-rich environments. Merely standing in the command bridge of his Venator star destroyer was a risk. Nearly all of the Droid Collector's staff was human, expect for its captain. If his mask malfunctioned and failed, Toon was as good as dead. Considering his own situation, Klo had little sympathy for the clone commandos.

"The tracking beacon should still be aboard their ship," General Jakoby crossed his arms, "what do you mean by 'appears?'"

"They haven't reached their destination yet," Toon explained, "but taking into consideration known hyperspace routes and their last known trajectory coupled with the fact that they were in the Zalost system before they went to Tatooine, they are likely heading towards the planet Zalost Prime." The Kel Dor tapped a few keys and a holographic representation of the planet emerged.

"Then alert the fleet, we depart for Zalost Prime immediately," Jakoby ordered, "the faster we arrive, they less time they have to prepare an adequate defense. They have to know I would follow them."

"General," Klo Toon smoothed out a wrinkle in his uniform before continuing, "there is the possibility that Zalost Prime was not their intended target and they were just patching a set of Separatist coordinates in order to escape the Droid Collector as quickly as possible."

"If that happens then we'll take Zalost Prime anyway and goad them into trying to take it back. If those droids and their annoying humans don't come and try to reclaim it, maybe General Grievous will. Any way it works out, I'm going to demolish someone," Jakoby's answer was swift. It was apparent the Jedi had everything planned out. What was unsettling was that the Jedi's actions seemed partly motivated by anger due to how annoying the CIS had been in their past two engagements. The Republic captain and clone commandos knew enough about the ways of the Jedi to know that the emotion of anger was frowned upon, but no one in the group brought up the issue.

"Our last financial reports, back when the Trade Federation and Zalost system were still a part of the Republic, show that Zalost Prime was the worst economic performer of the system's habitable planets. Unless they've experienced an unheard of economic boom, they should be easy to conquer," Klo Toon said. "We might experience more resistance from the native wildlife than from the civilized population."

"Good. Then carry out my orders, Captain."

The Kel Dor captain nodded, and turned to follow through on the Jedi's instructions.

"As for the rest of you," Jakoby turned to his clone commandos, "I suggest you get some sleep while you can. I need everyone well rested for the upcoming battle."


The Techno Union ship Pestilence had exited out of hyperspace in front of Zalost Prime. Zalost Prime was a dingy, dull gray and black orb set against the stars. Through the eyes of many organics, it looked to be a desolate and depressing world. If travelers who wandered through the star systems of the Galaxy were asked if they would like to visit such a world based on its outward appearance, they would most certainly turn this planet away.

Battle droids were not concerned with the appearance of the planet. They were used to dull gray, it was often the color of the storage containers they were kept in when not in use for long periods of time, or on the starships they served aboard, starships like the Pestilence.

"When were you planning on telling me you had the ability to command the Force?" OOM-9 asked Dr. Destroyer. OOM-9 had to look up when he spoke to the two meter tall Ithorian. OOM-9 was used to having people be the same height as he was (most other battle droids) or shorter (his human officers).

"I wasn't going to keep it a secret from you, General. But I thought this could wait back on Tatooine. We were in a hurry."

"Quite right," OOM-9 nodded in agreement with the lanky Ithorian, but turned and said to the Skakoan, "you on the other hand, should have told me this a lot sooner."

"I thought it would be a pleasant surprise," Dr. Quartz defended his actions.

"Don't be cryptic with me just because you think it's funny. It is important to know your faction's own strengths and weakness before entering a battle," the command droid lectured the scientist. It was clear to OOM-9 that Dr. Quartz did not have the brightest military mind in the Galaxy.

"I didn't know the Republic would track us to Tatooine. I'll be more mindful of keeping you updated in the future," Quartz wanted to get his apology over with quickly and drop the conversation, he was not used to being criticized by the battle droid general.

While Dr. Destroyer's use of the Force had come in handy back on Tatooine, OOM-9 had to admit that Dr. Quartz's admission of information in the first place really hadn't had an affect on the outcome of the mission. OOM-9 and his combat team would have still been able to escape even without the aid of a Force-sensitive Ithorian. The real issue now was how the Ithorian would be utilized in the future.

The Pestilence finally came to a halt when it touched down on the dry, drab dirt that covered Zalost Prime. It was dusk on the side of the planet the Techno Union ship had made contact with, though dusk, night, dawn or day made little difference on Zalost Prime. The ground of Zalost Prime was the most dingy color of gray-brown that a human could see with the visible eye. Other than the agricultural fields the farmers kept, the whole planet was covered in the depressing soil.

OOM-9 and his entourage exited via a long passenger ramp while the other worker and battle droids took the large lift that came down from below the ship's engines. Zako and Katen greeted the planet with smiles, though they were not on their home planet, at least they were in their home system. They had to take whatever they could get; the war had dragged them all over the Galaxy. Of course the droids lacked any sort of way to show expression on their faces, though they were also happy to see the familiar world. The war had taken them to a lot of strange and new places, and it was good to visit a familiar planet every once in a while.

"Are you a Jedi or a Sith?" OOM-9 asked Dr. Destroyer as the group descended down the ramp.

"Neither," the Ithorian promptly answered.

"You are going to have to explain to me exactly what you are. I am not well versed in the history or categorization of Force-users, I mostly just kill them."

"I am precisely what I said I am. I am neither Jedi nor Sith. I am independent of any faction."

"You belong to my faction now," OOM-9 corrected.

When they reached the bottom of the ramp a squad of twelve B2 battle droids and a Neimoidian commander were standing at attention to greet them. The Pestilence had touched down near a military base, close enough where they wouldn't need a transport but far enough to be a healthy walk.

"The Jedi Order never found me as a youngling. I have a talent of hiding myself from other Force-users."

"You were able to command the Force as an infant?" OOM-9 was puzzled. Such a feat seemed to stretch the imagination too far, even for a droid who had seen as much as OOM-9 had over the years.

"No. When I was born my powers were weak, and my body was able to naturally hide what I really was. As I grew older, I found that I had to learn to actively hide my presence from others."

"Who was your instructor?"

"No one. For the most part I taught myself. Some of the history of the Jedi has helped guide my path in my early years, but I never acquired anything immensely helpful such as a Jedi holocron. Learning to use the Force on my own, I was not constrained by the teachings of the Jedi or the Sith. I am a scientist, and I view the Force in a neutral way. There is no dark or light inherent in the Force itself. These are just delusions of corrupt organizations who should have collapsed a long time ago."

Trailing behind OOM-9 and the scientists, Major Katen and the others could still hear the conversation. Katen wanted to make a snide comment on what she thought of the Force, but knew it was better she kept her mouth shut for the time being.

"Care to explain your alias?" OOM-9 asked.

"A true demonstration of my combat abilities will reveal the name is self-explanatory. It was a label assigned to me back on my homeworld of Ithor. My real name no longer holds any significance."

"What is your purpose?"

"To catalog and store the genetic sequences of all life in the Galaxy in order to guard against extinctions. If a species goes extinct, the clone replacements will be a clear break in the natural line of nature, but it is better than oblivion."

"That does not explain the mutated creatures we witnessed at your laboratory."

"My Library of Life not only guards against extinction, but can be used to alter and create new forms of life. I create bio-weapons for military, gladiatorial and other recreational applications. One must enjoy one's work or they will burn out. I'm sure you could make use of a few of my creations."

"We shall see," OOM-9 said. OOM-9 was not so sure what to do about the Ithorian's offer just yet. He was used to commanding armies of battle droids, or at the very least human CIS troops. Unleashing wild animals for combat purposes warranted careful study of their effects on battle dynamics before implementation.


A trio of Venator star destroyers dropped out of hyperspace. The centermost ship was the Droid Collector, easily distinguished from the others by its red painted dual bridge towers. Red bridge towers signified flagships within the Republic Navy. But what made the Droid Collector stand out even more was that on the hull of the ship, there was a B1 battle droid skull with lightsabers (one blue and the other green) crossed over it over the Republic emblem. The design was painted specifically to infuriate any Separatists who saw the star destroyer.

Seventeen seconds after the three Venators had appeared, six Acclamator assault ships showed up. Ten seconds after the second wave appeared, a handful of Arquitens light cruisers and Pelta frigates also dropped from lightspeed.

Obi-wan Jakoby had a bad feeling. The Force was not providing him with any insight to the future, but he had learned long ago to trust his feelings. The Jedi suddenly felt that a full-scale ground invasion of the planet before him was a bad idea.

Jakoby switched on his comlink and got Klo Toon on the line, "Captain, I think we should try an orbital bombardment first."

"What targets would you have us hit?" the Kel Dor asked, "we do not know the locations of their military installations. You're not suggesting we hit their cities?"

The idea of hitting the civilian targets of this particular planet somehow seemed to agree with Obi-wan Jakoby. The Jedi caught himself, such thoughts belonged to a Sith Lord, not a Jedi Master. Still, the Republic had already done far worse during the war so far, often with the Jedi giving their blessing to a whole host of war crimes. It didn't seem wrong when they did it, of course if the Confederacy preformed the same actions they would be instantly vilified.

"We'll fire off some warning shots in the agricultural areas. Burn a few crops. Once the gravity of the situation sinks in, I'm sure the people of Zalost Prime will see sense and surrender."

"As you wish, General. But we will have to deal with their space defenses first." Captain Klo Toon was referring to the InterGalactic Banking Clan gun platforms, Munificent star frigates and Recusant light destroyers that were orbiting the planet.

"But of course."

The Droid Collector began firing upon the nearest IG gun platform. It was as if a child had taken a stick and struck a beehive. Hundreds of droid starfighters angrily swarmed out of the space station and headed straight for the Venator star destroyer. The Droid Collector responded by unleashing its own throng of starfighters to counter.

The other Republic capital ships followed their flagship's example and started engaging the other IG gun platforms. The few Banking Clan frigates and Commerce Guild destroyers were not moving to intercept the Republic cruisers. It almost seemed like they weren't aware their planet was being invaded. There seemed to be a serious lag in the droid network and they were slow to do anything about it. It was almost too good to be true. The Separatist ships finally started attacking with their Prow heavy turbolaser cannons, but made no move to close in on the Droid Collector and its brethren.

The gun platforms and capital ships were busy exchanging turbolaser fire with one another while the various starfighters attempted to blast each other to stardust. The Republic ships were too preoccupied with the immediate threat to notice that a long, purple stream came up from the dull planet. The massive laser bolt made contact with one of the Acclamator assault ships.

"Captain! We have anti-orbital cannon fire coming from the planet," a crewman informed the Kel Dor.

More purple beams freed themselves from the planet. Several were coming at the same time, indicating that Zalost Prime had multiple anti-orbital cannons on its surface. It was as if a sad, neglected child had suddenly thrown a tempter tantrum.

Captain Klo Toon suddenly understood what was going on. There was no lag in the droid command structure. The Separatist ships were intentionally staying back to give the cannons a clear shot at the Republic cruisers.

"All ships, evasive action! Break away from the gun platforms and get as close as you can to their frigates and destroyers!" The captains of the other ships instantly did as they were told, even if they didn't understand the reasoning behind the order.

General Jakoby likewise wasn't sure as to what the cunning Kel Dor was up to and gave the captain a call. "Toon, why did you call off the attack on the gun platforms? We're going to be in range of the cannons even longer if we have to turn around and come back for those Banking Clan stations."

"We're not going back for the IG platforms. That cannon fire coming from the planet is too accurate. We'll be torn to pieces before we win this space battle. We're leaving the platforms. We only need to take care of their frigates and destroyers now because they can follow us down to the planet. Once we conquer Zalost Prime and disable their cannons, we can deal with the gun platforms at our leisure."

"Very well," Jakoby conceded. The Jedi knew the Kel Dor was right, but didn't like running from a fight he could win. On their own the IG platforms and CIS ships wouldn't have stood up to his fleet, but the planet-side cannons changed things. To Jakoby it seemed that the Confederacy was always making up for its shortcomings through sheer force of numbers. Nothing was ever simple; there was always anti-air defenses, or another droid army on the way or some brand new superweapon that threatened to change the whole nature of modern warfare.

The Republic ships made a dash for the Separatist cruisers. Though outnumbered, the CIS did not retreat. The concentrated fire quickly brought down the Banking Clan frigates and Commerce Guild destroyers, but the Separatist ships were sure to release all their fighters, shuttles, dropships, and escape pods before they died.

The Droid Collector past by a Commerce Guild destroyer that was cut in half with both ends suffering a series of explosions that to Klo Toon, looked like beautiful orange flowers blooming against the backdrop of the blue and gray ship. What the Republic captain did not find beautiful was another purple streak lashing out at his ship.

A V-19 Torrent fighter chased a Vulture droid right past the Droid Collector's command bridge, followed shortly by a trio of Vulture droids that attacked the bridge specifically. The shields held fine and Captain Klo Toon was perfectly safe, but his adoration for the image of the dying Commerce Guild destroyer had been forgotten. His powerful Venator was not going to go down due to a few pesky droid starfighters but they had certainly drawn the Kel Dor's attention. Captain Klo Toon had noticed that all of the Vulture droids he observed had green eyes and were painted blue with black stripes. It was a rare color scheme, though he had seen it before, just never in the numbers he was seeing now. In fact, every Vulture droid in the battle so far had the same rare color scheme. Toon theorized that most of the rare green-eyed, black stripe, blue colored droid starfighters in the Galaxy right now had come from the factories of Zalost Prime. Whether or not the fighters were superior to the more commonly colored Vulture droids the Kel Dor couldn't tell.


All of the Republic cruisers managed to breach the planet's atmosphere without any being destroyed, though some of the ships had taken a beating and their shields were dangerously low. Klo Toon had the option of holding position and allowing the shields to recharge, but a lag in their invasion would allow the Separatists more time to move their troops into effective defensive positions. Toon instead ordered the Acclamators and Venators to press onward to prevent the CIS from getting any breathing room. Klo Toon was playing a dangerous game; all it would take for a disaster would be for a squadron of E-STAP starbombers or a formation of bio cannons to bring the Republic invasion to a grinding halt.

Luck or the Force was on their side, as the Republic cruisers didn't run into anything more dangerous than the Vulture droid fighters they had already seen in space. The V-19 Torrent fighters weren't as fortunate (they were the primary targets of the droid starfighters). LAAT/i gunships were deployed to pick up some of the slack left by the reduced number of Torrent fighters. LAAT/c gunships started bringing out the first vehicles of the ground invasion.

It was almost comical, the LAAT/c gunships were stripped down, spindly craft yet they carried bulky, heavily armored vehicles such as AT-TEs and RTTs. The LAAT/cs were armed with laser cannons for self-defense but rarely hit anything with them. The droid fighters were competent enough to stay out of their narrow line of fire and the carrier gunships could not deviate from their projected landing course, unless they were willing to jeopardize their landing altogether.

Though visibility was low at night, the Republic and Separatists made up for it by providing a deadly laser light show that lit up the area just outside the capital city of Zephielander. For the most part the gunships were able to avoid the anti-air fire and drop their vehicles and troops at their designated locations; the problem was that once the clone boots hit the ground the fighting became much more deadly.

There were several heavy homing spider droids strung about the battlefield, using their dual gatling guns located under their spheroid body to destroy armored vehicles and infantry. Blasts from a bio cannon ignited the ground the clones strode upon, though no one knew where the artillery unit was. The roaming squads of B1 and B2 battle droids were the least of the Republic's worries.

Amid the carnage, a single LAAT/i gunship kept going, not dropping off the troops it held. Riding in the gunship was General Jakoby, who looked out upon the carnage his ship casually past by. A pair of IFT-X fighter tanks took out a lone GAT. In return, the Republic fighter tanks were destroyed by a heavy homing spider droid, which was then targeted by a trio of LAAT/i gunships. The Jedi would have loved to join in on the fight but had more important matters to attend to. The gunship past the battle entirely and headed straight for the city. Jakoby was going to infiltrate the capital building and acquire updated maps of the planet so he could strike at the production facilities. Destroying the enemy in battle wasn't going to get the GAR anywhere if the Confederates could simply manufacture more troops, vehicles and aircraft.

If Zalost Prime was the Zalost system's worst economic performer, one wouldn't know it from looking at the capital city. The city of Zephielander sported several massive skyscrapers with clusters of shorter brown buildings Jakoby assumed were public housing. Though to the gunship, the city's turret defenses were the most important feature. During the chaos of the battle outside the city the gunship was able to slip by undetected, but once it made it to the city it became the center of attention.

Several different types of turrets roared to life and tried to shoot down the LAAT/i. From the fully automated turret droids and AA-B missile knights to Trade Federation light or medium turrets. The fact that so much military hardware was intermingled with what was supposed to be a civilian area just proved how paranoid the leadership of Zalost Prime was. Though the paranoia turned out to be entirely justified since a Republic gunship was cruising through their airspace. It didn't matter if the turrets were designed for anti-air roles or not, they all still fired on the LAAT/i gunship anyway.

Inside one of the buildings a baron battle droid was rushing up a flight of stairs, making a metal clanking noise as his feet hit the steps. Baron battle droids were very similar to the standard B1 battle droid, save they were orange in color and a dual missile launcher was attached to their backpacks. They were developed over a decade ago for use by the Trade Federation Droid Army as a mobile anti-air defense.

The baron battle droid reached the top of the stairs and shoved his way through the door to the rooftop. The network provided the battle droid with the location of the LAAT gunship. The baron battle droid turned in the direction of his approaching prey.

"Easy kill." The baron battle droid fired both launchers and its missiles hit their target simultaneously.

"We're going down!" the clone pilot warned the Jedi general.

"Keep going! Get me to that capital building!"

The clone pilot tried to keep altitude, but the gunship was faltering fast. A thin trail of noxious black smoke revealed the path of the dying aircraft. Jakoby knew the ship was doomed if he didn't intervene. The Jedi propped the gunship up with the Force. It still wasn't enough. They came in range of the capital building. The clone pilot fired the gunship's cannons, blowing a hole in the windows on the side of the building. The pilot then proceeded to crash into the newly created opening.

The crash-landing was brutal and jarring. A collection of civilians wouldn't have survived, but the clones had their armor and the Jedi had the Force to cushion the blow.

"Come on, we have no time to waste!" Jakoby was already up and cutting his way out of the gunship with his lightsabers while his four commandos were still strung out on the floor. "I'll get the pilots out, you four secure this level."

"Yes sir!" Ace managed to get up first.

The clone commandos only found a few terrified office workers.

"That's right, get out of here," Kicker said as the civilians fled. The four commandos quickly searched the entire level, finding nothing but civilians. The clones let them leave and most were happy to go except for one that was too scared to move.

"Come on, get moving." Kicker kicked the human female trembling on the ground. She started to crawl away and hid under a desk. "Leave you stupid idiot!"

A blaster bolt rang out and splattered Kicker in the chest. His shielding absorbed the blow and the commando ducked to cover. Tai fired and destroyed the security battle droid.

"One droid? This is pitiful."

"Be careful what you wish for," Jack warned Tai.

General Jakoby and the clone pilots approached the commandos.

"General, the floor is secured," Ace said.

"Not for long," Jakoby started walking towards the stairs, "where there's one droid there will be more. Hurry up and find me a directory."

"We can do better than that," Kicker pulled the female human out from under the desk. "Just ask her."


The battle taking place on the outskirts of Zephielander was just warming up. Both factions were putting in more armor to replace those that had been lost plus extras to try and put their army over the top. Neither faction held a strong abundance of infantry, which caused the foot soldiers of both sides to fight conservatively.

General OOM-9 had sent Katen, SSA-719 and 3B3-888 to supervise the increasingly serious battle outside the capital city. OOM-9's three enforcers arrived by means of a mechanized assault flyer, often referred to as a MAF for short.

Captain SSA-719 was the individual piloting the craft, though he also had control over the two side cannons that jutted out from the main body of the ship as well as the MAF's two missile launchers. Rather than firing on enemies, SSA-719 spent the bulk of his time having to evade incoming enemy fire, and his slow gunship attracted a lot. The only time the security droid was able to get off any meaningful shots was against large, slow targets like the AT-TEs and RTTs. Though the armored units were durable enough that the MAF's brief strafe attacks were not enough to stop them in their tracks.

Major Katen was the co-pilot and had control over the craft's two beam cannons. Ashley's method of attack was reflective of her own general disposition. She turned her beam cannons on every enemy that entered her line of fire: gunships, fighters, vehicles, and infantry. Katen tried to kill them all. No unit was too big or too small, everything was fair game, especially if they didn't see the MAF coming.

Sergeant 3B3-888 kept the MAF's top swivel turret firing on LAAT gunships. The LAAT gunships were larger, slower, and generally easier targets than the V-19 Torrent fighters that were zipping around. The gunships also had more destructive potential than the fighters; so making them priority targets was common sense.

The fight was almost a contest between the trio controlling the mechanized assault flyer. Though it was not clear who was winning: Katen was scoring the most kills but 3B3-888 was destroying more high-priority targets. And SSA-719 was doing well in that he hadn't allowed their ship to be shot down.

After a few minutes went by the fighting in the air started to die down, partially due to the fighters being shot down or just spreading out over a wider area. SSA-719 saw this as an opportunity to slow down and finally do some real damage. He brought the MAF over and started hovering over a group of clones, his laser cannons and Katen's beam cannons bringing the clones to their early graves.

A clone with a rocket launcher fired and struck the MAF, prompting SSA-719 to pull away to avoid being hit again. Luck was not on the droid's side, as he pulled away from the clones, a passing V-19 Torrent just happen to clip the side of the CIS gunship. The Republic fighter lost control and violently crashed on the ground.

Black smoke billowed from the brown craft as if the MAF had suddenly caught some horrid disease. SSA-719 struggled with the controls to keep the MAF in the air, though it wasn't going well. "Brace for impact, we're going down."

The security battle droid was able to ease the smoking gunship down for a soft crash landing.

"Is everyone functioning?" SSA-719 asked.

"I have a headache," Katen groaned.

"Next time I say we get KJZ-8267 to fly the gunship," 3B3-888 said.

The group wasted no time in grabbing their weapons and leaving the wrecked MAF to continue the fight on foot.


While great and memorable battles were being fought outside, Jakoby and his clones were busy in the capital building trying to dig up information on the planet.

"General, I think I've found out the number of the droid leader," Jack said.

"What is it?"

"OOM-9. There are several references to that droid all over the place in the databanks. It has to be the same command droid we've been fighting."

"Let us hope so, or we will have a slight problem if there are numerous renowned battle droids we have to deal with. Have you found any valuable information on him?"

"No sir. No useful information other than he is very famous on this planet."

"This might be his homeworld," Tai suggested.

"It wouldn't matter either way if it is or isn't his home," Jakoby said, "I doubt droids have any attachments to the factories from which they are spawned. His fame may be overstated on this world as well; this whole system is a known hive of droid lovers. They get one mildly competent battle droid officer and they go nuts. Where are those factory locations?"

"Just a moment more… I have them!"

"Bring it up on the big screen, let me see," Jakoby ordered. The Jedi quickly skimmed over the loads of information suddenly presented before him. Jakoby's mouth curled into a slight frown. It became clear that Zalost Prime was not a major factory world, instead specializing in providing the droid army with high-end elite vehicles and the unique green-eyed Vulture droids.

"This world is pitiful," Jakoby seethed with genuine disdain, "I thought they would have a lot more than this." The Jedi had wanted to wreak mass destruction in retaliation for OOM-9 and his army being such an annoyance in the past two battles, but Zalost Prime didn't offer that much to destroy.

"They may have facilities not in official records," Jack offered.

"It won't matter. We wouldn't find any secret bases quickly and we've wasted enough time already. The four of you will go and destroy that heavy AAT factory they have. Contact Captain Toon and tell him to send a battle group to deal with that heavy homing spider droid factory. The droid starfighter factory will have to wait. I want the facilities spitting out high-end elite units destroyed first. I will stay here and try to take their capital from them. The more attention we keep on their capital the less there will be on their factories."

"Right away, sir," Ace nodded.

Blaster bolts started flying in their direction. A squad of eight BX droid commandos had arrived to kill the intruders.

"Finally, a real fight!" Jakoby activated his lightsabers.


General OOM-9 had received updated information that there were now GAR forces moved towards some of Zalost Prime's manufacturing centers. The Republic's knowledge of the planet's layout was odd; they didn't stick around in space long enough for planet scanning, and the locals didn't advertise the locations either so it shouldn't have been common knowledge. OOM-9 guessed that they must have hacked into a Separatist database somewhere; quite possibly in the capital city they were so keen on harassing.

OOM-9 had taken a battle group to personally defend the heavy homing spider droid factory. Being able to construct such horrific spider walkers, it was likely the facility didn't need that much extra protection. Nevertheless, OOM-9 went to make sure it stayed secure. Heavy homing spiders droids were expensive and rare, if this particular factory fell, there would be considerably fewer of them in the war.

OOM-9 hadn't planned on taking Dr. Quartz and Dr. Destroyer with him, but the two scientists had insisted that they come along. OOM-9 was sure the Ithorian was going to display his destructive capability and the Skakoan was likely there just to watch the show. No matter what they ended up doing, OOM-9 wanted to make sure that they stayed alive and assigned the super battle droids 8EX and 5TE to act as their bodyguards for the time being.

It was easy enough for OOM-9's group to catch up to the attacking clone forces; the local defenses had slowed the GAR considerably. The clones had underestimated the resolve of the Zalost Prime's human soldiers that came to stop them. Still, the clones were winning if only because the fight was just one long, drawn out retreat on the Separatists' part. The strategy was effective enough that the GAR had yet to reach the factory when OOM-9 arrived.

There was a sudden, dramatic drop in frontline fighting as the human CIS troops gave more ground than usual. The human troops had been updated about the arrival of battle droid reinforcements led by General OOM-9 and were more than happy to let them take over.

Neimoidian transports and Trade Federation dropships trudged through the smoke-filled sky and passed over the clone troops, finally coming to various landing sites right in front of most of the human Confederate soldiers. There was enough distance that the battle droids exited from the dropships wouldn't immediately come under fire from clones.

OOM-9, Dr. Quartz, Dr. Destroyer, 8EX, and 5TE exited from sole gray and blue Sheathipede shuttle that tagged along with the larger transports.

"Tell your troops to hold position, I wish to try something," Dr. Destroyer said to OOM-9. The command droid transmitted the order to his troops.

The fighting had come to a complete halt. No one was even shooting at each other anymore. Dr. Destroyer walked by the wreckage without any thought to his own safety. OOM-9, Dr. Quartz, 8EX and 5TE were following close behind. The group quickly came upon a full company of clone troopers.

"Freeze! Put your hands in the air were we can see them!" the clone captain told the small group Separatists. If the group hadn't seemed so out of place the clones would have just fired on them without delay. The clones weren't expecting to run into an Ithorian and a Skakoan on the battlefield and they looked like individuals that they should capture rather than kill.

8EX and 5TE locked their right arms into firing mode.

"Hold your fire," OOM-9 told the two super battle droids before they could get off a shot. The two B2 battle droids then set their arms back into the upright position.

"What is this?" the Ithorian gazed at the company of clones with his solid black eyes, "their minds are all the same."

"They're clones. They are all based off of the same template from a single human," OOM-9 stated.

"Incredible. An entire galactic military force based off a single human template? How stupid can they be?"

"This army was not meant to fight Force-users, to was created to serve them."

"I said hands up!" the captain did not like being ignored, especially since the small group of Separatists were so vastly outnumbered and none of their friends were rushing out to help.

"The Republic is accustomed to fighting hordes of battle droids," OOM-9 said.

"I see. So, one skilled Force-user on the other side and suddenly this army of clones is as worthless as a Jawa's integrity back on Tatooine."

"Hands up now or we blast you. I'm not going to ask again."

"Go ahead and shoot us if you can," the Ithorian challenged.

"All right, men! Fire!" No clone fired a single shot, they didn't even raise up their rifles.

"I said fire!" Still nothing happened. There seemed to be some sickening aura of doom slithering across the air.

"So, you were created on Kamino and you think you carry with you the Mandalorian heritage," Dr. Destroyer stated.

"What?"

"I've read your pitiful mind. You clones are nearly as brainless as the banthas that roam the Dune Sea." Dr. Destroyer turned to OOM-9, "they know nothing useful."

"I'll show you brainless when I pop your head wide open," the clone captain seemed to have forgotten that his troops didn't make a move to harm the Confederates.

Suddenly a clone that had been standing near the captain turned and pointed his DC-15A blaster rifle right at his superior officer's head.

"What the hell are you doing, soldier? Stand down!"

"I can't sir! It's not me!" the clone's voice was full of panic.

"I said stand down!"

"I'm not doing this!"

The captain shot the clone, killing him. There was a lot of movement behind him and the captain turned to see that his entire company had started pointing their weapons at each other.

"Stop this!" the captain yelled. There were murmurs of confusion and yelps of panic amongst the clone company.

Dr. Destroyer was as still as a statue, yet seemed very relaxed at the same time. He made no gesture and uttered no word to take complete control of the entire clone company.

"This is incredible. The most individuals I've ever been able to control at the same time is fifty-eight. These clones are all the same, and they're so stupid. I have control of all one hundred and forty-four of them."

"They are bred to be obedient," Dr. Quartz told the Ithorian.

"That they were," Dr. Destroyer agreed.

The clones then started killing each other. At first they simply shot each other, but as their numbers started to dwindle, Dr. Destroyer commanded some of the clones to beat each other to death. Soon the company's clone captain was the last one left alive.

"Who are you?" the captain fought but couldn't escape the Ithorian's control.

"I'm the person who killed you." Dr. Destroyer then raised the captain into the air and removed his helmet with the Force.

"What are yo-"

"No more talking!" The Ithorian snapped. Suddenly the clone started making choking noises. The next second he started to cough up bile. Next came horribly strained puking sounds. The clone captain started to puke up his own organs as he stayed trapped hovering in the air. All the while Dr. Destroyer still did not move. The clone threw up everything but his own skeleton before the Ithorian released his corpse and let it fall to the ground.

"Very impressive," OOM-9 said.


Ace, Kicker, Jack, and Tai whizzed by on their 74-Z speeder bikes. The four clone commandos had been dropped off and were heading towards their assigned target by ground so that they wouldn't be easily spotted and shot down by the numerous AA-H heavy anti-air missile knight turrets that were in the area.

The Confederacy's largest heavy AAT factory in the galaxy was already under attack from a small army of clones. Heavy AATs were large and more powerful than the standard armored assault tank, though they were an exceptionally rare sight during the Clone Wars. Most Separatist leaders were too cheap to consider purchasing the tanks in any meaningful quantities. Even OOM-9, who was known for constantly using a wide variety of vehicles, did not use the tanks often. OOM-9 preferred to send the tanks to guard loyal Separatist worlds where less experienced officers could use them and wouldn't be helpless if the clones of the GAR happened to attack. The factory was spitting out the heavy tanks and immediately sending them at the GAR forces.

OOM-9 had sent Commander Zako to secure the factory. The CIS officer was perched atop a heavy AAT. Zako's new cybernetic eye kept a close watch over the battlefront, often jerking around in new directions so fast his last remaining organic eye couldn't keep up. The human officer wasn't doing so well leading the troops on his own. Zako had been performing poorly recently, but OOM-9 was sure Zako could handle the situation on his own with the new link to the Separatist Droid Network his new cybernetic eye provided. Commander Zako was playing the battlefield too conservatively with his limited army and it was actually costing him troops. However, Zako was not stingy with sending every heavy AAT the factory produced directly into the fight.

While his leadership skills were lacking, Karl Zako's combat skills were sharper than ever thanks to his new eye. The cybernetic device allowed him to use an E-5s sniper rifle with ease, and the CIS commander was easily killing clone troopers at long range. He specifically targeted higher-ranked clones. It didn't matter what rank they were, Zako went for any clone that bore colored markings on his armor. He would waste too much time searching out for the highest ranked clones and then doing time the chain of command.

The clone army's advance amounted to a leisurely crawl. The clone infantry and IFT-X fighter tanks were staying in line were the sluggish AT-TEs. The Republic vehicles and heavy weapons infantry focused all their efforts against the deadly heavy AATs that came to assail them. The regular infantry and AT-RTs focused on keeping the battle droid infantry at bay. It was all very disciplined and the clones were steadily beating back their opponents. For all the success, it was only supposed to be a distraction to keep the Confederates focused on the army rather than the four commandos on speeder bikes. It almost looked as if the four clone commandos' clandestine mission was unnecessary.

The four speeder bikes came in close to the west side of the complex, killing two human soldiers on guard duty as they passed. The speeder bikes came to an abrupt halt and the clones dismounted their rides.

"Get that door open, Jack!" Ace ordered.

"Yes sir."

Seconds crept by, feeling like hours to the clones. Eventually someone would notice that the human soldiers they had killed were no longer reporting in. They wouldn't have much time to sabotage the factory before the Separatists took notice of what they were trying to do. An entire minute passed.

"Getting rusty, Jack?" Kicker chided.

"Shut up. I'd like to see you get this open any faster."

"That can be arranged," Kicker switched to the heavy weapon attachment of his DC-17m interchangeable weapon system.

"Without blowing the element of surprise," Jack said. The door finally, if reluctantly, slid open.

"Move commandos!" Ace barked, "we have a purpose!" As the commandos barged into the factory they were spotted by a trio of human factory workers. Without a single word or hand gesture from their leader the squad gunned the civilians down without mercy. They could not afford to lose the element of surprise. As far as Ace and his squad was concerned, if the factory workers were building vehicles that were killing their brothers, then they were fair game.

"Keep going!"

"There's a terminal," Tai pointed.

"I'll take care of this myself, cover me," Ace would rather hack the database and find a map himself after seeing Jack's sub-par performance at slicing open the entry door. Jack may have been the squad's hacker and tech expert, but all the commandos in Ace's squad could perform any duty competently. In dire situations, a specialist may not be able to engage in their specialty and Ace wanted everyone on his squad to perform any duty if needed.

"I have it," Ace said, "there is one main reactor and four backup reactors. I'll need to hit the control center to ensure that they can't shut the plant down. Jack, you hack the main reactor to overload. Kicker and Tai, you two will destroy the backups. Once that is done we'll just let the factory run itself to pieces. We'll meet back up at landing pad four for pickup. Memorize the map and move out."

"Yes sir," the three commandos acknowledged their leader's orders in unison and split up once they had the map memorized.

Clone commandos were trained to work in groups of four; they were not as deadly as ARC troopers. Though Ace's squad was experienced enough that they could handle splitting up and not getting killed. They actually separated quite frequently in order to assault multiple targets simultaneously. It was often a successful tactic. To make up for their decreased strength in numbers, the commandos usually ended up using their thermal detonators and EMP grenades faster than usual.

The battle was so similar to so many others that the commandos had faced before. They came across squads of security battle droids, pairs of super battle droids, the occasional droideka strike team, and the obligatory worker droids that invested every Confederate factory. The droid army the clone commandos had faced on Breeka and Tatooine were definitely more skilled than the stock factory guards they now faced on Zalost Prime.

Ace was able to get to the control center without a problem. The civilian staff and OX9 worker droids fled while B2 super battle droids covered their escape. There was no denying that the Separatists knew the clones were here now. Ace silenced the hulking droids with his last EMP grenade and set about locking up the factory systems well past recommended safety speeds.

Tai and Kicker each were able to destroy a backup reactor, though that still left two functioning. The reactors were spread too far apart in the complex for the commandos to reach them in time. They had assumed that the factory would still fall apart even if two of the smaller backup reactors were still in working order.

Jack was the last to complete his task as the main reactor had a robust assortment of guards ranging from human CIS soldiers to B2 super battle droids. It was a tough fight but the clone commando was still able to kill them all and set the reactor to overload.

The commandos found it quite easy to regroup at the one of the factory's landing pads as most of the remaining CIS guards were rushing to try and fix what the clones had broken, and once they failed at that they simply fled the factory altogether.

Once the clone commandos were all at the landing pad, Ace signaled for pickup and a LAAT/i gunship braved the anti-air turrets to retrieve the commandos. It wasn't the best escape plan as returning to their speeder bikes would have been safer, but there was no guarantee that the bikes hadn't been discovered and destroyed and the commandos needed to get to their next assigned skirmish as soon as possible.

Outside of the factory the tide of the battle had changed. The clone army had gotten close enough that Zako had unleashed the might of the J-1 semi-autonomous proton cannons that were stationed near the factory. Human CIS engineers happened to be assigned to the artillery.

"Today we watch the clone army commit suicide as they charge against our impenetrable defense!" Zako bellowed to his troops. Despite the thrashing they had received, the human and battle droid troops were in high spirits. The initial barrage from the proton cannons decimated the front line of AT-TE walkers.

The ground had begun to shake very violently; Zako was dazed even though he was atop a hovering vehicle. One might have thought it was from the series of explosions from the AT-TE walkers but it was clearly something much more than that, and the vibrations were emanating from behind the Separatist defense line.

"What?!" Zako turned around and looked on as the factory exploded. Even though the commandos had been found out, Zako had never been updated that the factory was under attack from the inside. His sudden and devastating failure came as a complete shock.

The last functioning AT-TE of the attacking clone army targeted Zako's tank and unleashed hell. The heavy AAT was jarred and lost its hovering capability, dropping it to the ground. It was a very short fall, but still jostled Zako who was up at the top hatch. Commander Zako and the tank operators left the dead vehicle and retreated from the fighting. Shortly after a MAF swung by to pick them up, there was nothing more Zako could do now that the factory was destroyed and he was determined to make up for his failure and prove useful in his next skirmish.


Zalost Prime relied heavily on the Vulture droid starfighters it produced, though they were not the only aircraft the planet had. Lieutenant KJZ-8267 cut across the dark sky in a Mankvim-814 light interceptor. The clone ground forces were vast and an E-STAP-series starbomber would have been a more appropriate choice, though the E-STAPs that were stationed on Zalost Prime were not fully loaded when the fighting had started. KJZ-8267 had chosen speed, and took whatever was ready to fly at the time. The pilot battle droid was accustomed to choosing whatever bomber or fighter he felt like when traveling with the 8th Fleet. But the 8th Fleet wasn't stationed at Zalost Prime; it was hovering around Zakkudos, another planet in the Zalost system. When OOM-9 and his crew fled from Tatooine they lacked any of their usual troops and vehicles on Zalost Prime beside what had been carried in the Pestilence. That had left them at a disadvantage when Jakoby and his clone army began attacking. The humans and droids that made up the defense forces of Zalost Prime lacked the experience of OOM-9's regular army.

KJZ-8267 fired his two laser cannons at a trio of V-19 Torrent fighters that had looped around towards his interceptor. The centermost starfighter blew up in a maelstrom of red fire and tiny metal fragments. The remaining two starfighters stayed on course, which threw off KJZ-8267. The pilot droid was sure that the fighters would have broken off, as they often did when their leader was destroyed. But they hadn't and KJZ-8267 had to urge his Mankvim into a series of spins that would finally throw his attackers off his trail.

A trio of Vulture droids was able to shoot down one of KJZ-8267's attackers. The clone pilot really couldn't be faulted for ignoring the Vulture fighters, there were simply too many fighters overall for the clones to keep track of everything. The Separatist Droid Network all the CIS flyers were wirelessly hooked up to kept them aware of the locations of their enemies. The Galactic Republic lacked any real equivalent to the SDN. Though lags in the network happened from time to time the CIS usually held air superiority against the Republic, doubly so when KJZ-8267 was flying in a battle.

The other V-19 Torrent was miraculously shot down by a dwarf spider droid below. The fighters above had paid little attention to the vast armies that fought on the featureless plains below.

KJZ-8267 knew the battle was not going to continue as it was. The SDN had updated him that EEK-176 had arrived with reinforcements from the 8th Fleet as well as the defense fleets of Zakkudos and Zakinthos. The pilot droid would only have to hold off the enemy fighters for a few more seconds.

The Commerce Guild destroyer the Khassez, descend through the upper clouds. With it came hordes of Scarab starfighters, Vulture droids, E-STAP starbombers and a multitude of Neimoidian transports bringing in fresh troops and light vehicles. The V-19 Torrent fighters, Y-wings, and LAAT gunships were overwhelmed. The clone pilots were forced from the sky and learned that their ultimate destiny was to end up as nothing more than a fireworks display against the fading night sky.

The GAR ground forces fared better than the flyers had, though when the skies were clear, the CIS fighters and bombers were able to turn their full attention to the walkers and infantry. Combined with the firepower of the Khassez itself, the clone army didn't stand a chance in hell.


Dawn was creeping into the city of Zephielander. The clone army had cut through the outer defenses and had been wreaking havoc inside the city for some time now. The civilians had hidden in their homes or in buildings or in the few emergency shelters the city offered. At first they weren't a problem, but after the fighting inside the city began to worsen, many of the structures the civilians were hiding in ended up being destroyed. In certain areas of the city there was mass panic as inaccurate Republic artillery blasts thrust civilians into the streets and into the line of fire of the two armies.

The Galactic Republic was not known for massacring large groups of civilians on purpose. But considering the strain the GAR was under, Commander Lancer ordered his clones to ignore civilian casualties. They could not afford to be careful and Lancer assumed the civilians might hinder the Confederates' ability to attack at their fullest.

General Jakoby's top clone commander had made an incorrect assumption. The battle droids had continued to attack with full force, not stopping to assist the people they were programmed to defend. Battle droids were better at taking lives than saving them.

"Another wave incoming!" Commander Lancer shouted.

General Jakoby had felt the presence of the attackers before the clone had called out, yet only turned to look once Lancer had prompted him. Jakoby noticed a lot more human troopers in this attack wave. Their black helmets didn't conceal their faces, and their clothing was bathed in a black and gray camouflage pattern. They looked to be the polar opposite of the blaring white (and face concealing) armor of the Republic's clone troopers. If they were sending in so many human troops Jakoby guessed it meant the Separatists were serious about winning this time around. Though the attack group was not without B1 battle droids, B2 super battle droids, droidekas, dwarf spider droids, crab droids, and chameleon droids. A good portion of the B1 battle droids were coated in a black and gray camouflage pattern, matching their human counterparts. There was also a heavy homing spider droid and a tri-droid marching with the assorted infantry units.

But it was not the large vehicles that had caught Jakoby's attention. He felt a newly familiar presence. One he had just fought on Tatooine. He could sense that Ashley Katen was in the enemy battle group.

Major Ashley Katen was indeed leading the battle group, though Jakoby was unable to detect the presence of Sergeant 3B3-888 and the dwarf spider droid DSD-08. The trio of terrors was here to put an end to Jakoby's rein of dread. More specifically, they were there to destroy the four AV-7 anti-vehicle cannons that Jakoby's small army of clones was protecting.

The AV-7 cannons fired first, causing early casualties to the Separatist side of the battlefield. Soon enough the heavy homing spider droid and tri-droid started firing and destroyed the clone group's last remaining AT-TE before turning on clone troopers. The clone troopers and Separatist infantry were the last to start firing on each other.

Jakoby kept near the front of his army, deflecting the blaster bolts that came his way. He could hear the cracking sound of armor kissing the floor whenever one of the clones around him fell. It was a sickening sound that the Jedi was growing tired of hearing.

A blue artillery blast touched down right in the middle of a large cluster of human CIS soldiers. There were soon horrid cries of pain and suffering as the survivors of the blast struggled to cope with the reality of war. Commander Lancer had noticed a female soldier get up and grab her right arm off the ground. It had been blown off in the blast, yet the human was strong enough to fight through the pain and retrieve her lost limb. Lancer rewarded her admirable struggle to stay alive with a blaster bolt to the head at long range.

Though DSD-08 hadn't noticed what Lancer had just done, it was almost a karmic retaliation that the dwarf spider droid then happened to blast a clone trooper with a charged shot just after Lancer had scored his kill. Being hit by a powerful blast meant for armored vehicles, the clone trooper exploded into several bloody pieces.

"Charge!" Jakoby waved his blue shoto lightsaber at toward the enemy. The Separatists were getting too close to the artillery and the clones needed to push them back.

The clones broke into a run, and many were gunned down the CIS infantry. The Jedi ran right alongside his troops, and was the first to get within arm's reach of the enemy. Jakoby started cutting down enemy troops with his lightsabers. Whether they were human or droid, it made no difference to the Jedi. Though killing the humans was a bit messier and involved more screaming.

Katen dropped her E-6 blaster rifle in order to act as Jakoby's opposite. She quickly killed three clones with her electrostaff. After that she had gained too much attention to herself and had to run back and hide behind DSD-08 as too many blue blaster shots came her way.

"Come on! Clone troopers are no match for Separatist soldiers!" 3B3-888 tried to encourage the troops as he fired his E-5 blaster rifle.

Taking too many losses, the clones started to fall back towards the artillery. Unfortunately for the CIS, the anti-vehicle cannons managed to destroy the tri-droid and the heavy homing spider droid.

The Separatist advance had ground down to a complete halt. The two sides still continued to shoot at one another.

"We are losing! Tell Zako we need those tanks now!" Katen yelled at 3B3-888.

"They're here ma'am," 3B3-888 answered.

A horde of regular AATs was coming up from behind the Confederate infantry. The tanks came in a variety of colors. Some were the old Trade Federation tan, others were red and brown, and some were dark gray and blue.

"Get out of the way! Get out of the way! Let the tanks through!" Katen screeched at her troops.

The CIS infantry parted to make room for the AATs, which moved in guns blazing.

Commander Zako was at the top of the first AAT. His situation was somewhat a downgrade considering earlier he had been riding in a heavy AAT. Zako's cybernetic eye projected a purple-colored holographic image of an angry Katen.

"Where the hell have you been?!"

"I've been busy!" Zako snapped at his friend before shutting the hologram off. The ability to project holograms was yet another new ability his cybernetic eye gave him.

Instead of kicking Separatist ass, Obi-wan Jakoby suddenly found himself running for his life. "Retreat, retreat!" he knew the order was hopeless. The Jedi Weapon Master could outrun the tanks but the clones could not. The artillery continued to fire but could not accurately track the fast approaching armored assault tanks.

"Abandon your posts, get out of there!" Jakoby ordered his artillery gunners. The artillery gunners were barely able to leap from their chairs before the AATs blasted the anti-vehicle cannons to smithereens.

Zako's tank began to gain on Jakoby. "Loser!" Zako taunted the Jedi Weapon Master. The jeer prompted the Jedi to turn around and run up the tank to the hatch at the top. Jakoby held his lightsaber up to Zako. "Who's the loser now?"

Zako answered by punching the Jedi in the throat. "Still you!" Jakoby fell over the side of the tank, rolling as he hit the ground. His agility served him well as he barely avoided the laser blasts from Zako's E-5 blaster rifle.

Zako's tank turned to face the Jedi, but the slippery warrior was already on the run again. A LAAT/i gunship touched down just long enough for Jakoby and Lancer to escape.


The LAAT/i gunship ferried Jakoby and Lancer to another part of the city. When the aircraft finally set down, they were greeted by Sergeant Gnasher.

"Am I glad you're here, General," the clone sergeant said.

"Trouble?"

"Yes sir. We're being overrun."

Jakoby and Lancer saw that they had merely traded one bad situation for another. They had a larger group of clone troopers and vehicles to work with, but there were also more Separatists in this area. Much more than there should have been.

"Lancer, take command of the situation, I've got an idea," the Jedi turned back around and came back aboard the gunship. "Pilot! Take me back up!"

The Separatists attacking the clone army was lead by both General OOM-9 and Senior Commander EEK-176.

"How has the fighting been?" EEK-176 asked.

"Good. But this Obi-wan Jakoby is proving to be a real annoyance," OOM-9 said.

Just then a LAAT/i gunship flew over their heads. It swooped down and around low again and a Jedi dropped out of it and landed on top of a homing spider droid. Blue and green sabers sparked to life and the two command droids watched as the Jedi cut off the spider walker's top laser cannon. The Jedi then used the Force to leapt to the next homing spider droid, and cut off its top laser as well. It was clear that Jakoby was trying to cut down on the droid army's firepower. If was faster to simply cut off one cannon and move to the next droid rather than trying to destroy each vehicle.

"Annoying," OOM-9 said. The battle droid general wirelessly summoned the grapple droid GD-79 to his location. It did not take long; the grapple battle droid wasn't even in combat at the moment. A melee specialist wasn't much use in their current situation.

"I want you to throw me," OOM-9 said.

"Sir?" the larger droid was confused.

"Throw me," OOM-9 pointed to where Obi-wan Jakoby was.

"Roger roger," GD-79 understood. The large battle droid picked up OOM-9 and threw him like a missile. OOM-9 cut through the air and landed on the homing spider droid Jakoby was currently on.

"Get off my droid," OOM-9 activated his ZK-II war-axe. The two combatants clashed, OOM-9's single axe against Jakoby's two lightsabers. The two ended up chasing each other around the laser cannon on top of the homing spider droid's head. Jakoby hadn't bothered trying to cut it off once OOM-9 decided to make a nuisance of himself.

OOM-9 had his custom E-5 rifle magnetized onto his back. OOM-9's antenna was on the left side of his back, and he (and all other command battle droids) lacked the backpacks the standard B1 battle droids had. Command battle droids held their E-5 blaster rifles vertically against the right side of their backs when not in use.

OOM-9 pulled his rifle off his back with his right hand and started shooting at the Jedi with the shotgun function. The Jedi was thrown off balance when deflecting the powerful attacks and OOM-9 was then able to trip Jakoby and the Jedi fell from the homing spider droid.

"All too easy," OOM-9 boasted.

"Define easy," Jakoby jumped back onto the spider droid's head and reactivated his lightsabers.

"Your mother," OOM-9 retorted.

Before either of the generals attacked the other Jakoby was suddenly thrown from the spider droid again. OOM-9 was surprised; he hadn't done anything yet. Then the battle droid realized what had happened. Dr. Destroyer had decided to test himself against the Jedi.

The Jedi landed on top of a crab droid and killed it. OOM-9 jumped off the homing spider droid and landed on the head of a dwarf spider droid.

Jakoby took one look at OOM-9 before turning to meet his new attacker. The tall Ithorian simply stood there, staring at the Jedi.

"Alright, show me what you can do," Jakoby challenged. "But let's make this quick. I have a lot of battle droids to destroy after I deal with you." Jakoby could see that the Ithorian was holding a thin metal staff.

Dr. Destroyer hit the bottom end of the staff into the ground and the top end suddenly lit up green. It wasn't a staff at all; it was a lightsaber pike, also known as a lightsaber lance to some.

"Not the best weapon for dueling a Jedi," Jakoby was dismissive. The Jedi Weapon Master attacked and clearly went for the weapon's long handle. The lightsaber blade made contact, but the pike's handle didn't break.

"The entire handle is made out of phrik you fool. What sort of idiot do you take me for?" Dr. Destroyer attacked. Phrik was of course one of the few metals in the Galaxy that a lightsaber blade couldn't cut through. Considering its rarity, it was weird that the CIS seemed to have an ample supply of it.

Obi-wan Jakoby quickly found out that Dr. Destroyer was very skilled with his chosen weapon.

OOM-9 was sure that Dr. Destroyer did not want him to interrupt the duel, but OOM-9 was not one to fight fair and Jakoby proved to be enough of a threat that OOM-9 was willing to cut Dr. Destroyer's fight sort.

But before OOM-9 could cheat, he found himself under attack from a squad of clone commandos.

"Die clankers!" Tai yelled.

OOM-9 hopped off the dwarf spider droid he was on and knocked Tai down. The spider droid forced Jack and Kicker into cover while OOM-9 slashed at Ace with his war-axe.

OOM-9 looked to be in trouble. The vast hordes of battle droids were currently fighting the regular clone troopers, leaving OOM-9 and the single dwarf spider droid to deal with the commandos on their own. Or that would have been the case if EEK-176 hadn't joined in.

EEK-176 had his ZPR shoulder mounted gatling gun on this back and was dual wielding two ZGD gatling guns. The weapon combination had become his favorite, and was exceptionally deadly. The droid commander fired all three gatling guns at once, and the commandos would have been shredded if not for their personal shields.

Kicker was able to get in close and hit the command droid with a right punch followed by a left hook. The commando then kicked Commander EEK-176 in the chest, sending the battle droid stumbling backwards.

EEK-176 laughed. Kicker looked to see that his knuckle plate vibro blades had broken against the droids armor.

With the threat of OOM-9's ZK-II war-axe, Ace hadn't even tried using his knuckle blades. The clone knew there was no way the short blades would hold up against what was essentially a lightsaber axe.

The commandos looked like they were spent and out of ideas. Before OOM-9 and EEK-176 could finish them off, Dr. Destroyer and Obi-wan Jakoby had gotten in the way. The two Force-users were oblivious to the other fighters and the commandos used the distraction to make a run for it.

The droids then turned their attention to Obi-wan Jakoby, who was suddenly faced with some many enemies he decided to follow the example of his commandos and make a break for it. With the Force as his ally, Jakoby could flee even faster than his clone commandos. Able to increase his own running speed with the Force, Dr. Destroyer was able to keep up with Jakoby.

With the break in the fighting, EEK-176 contacted Katen through the network. "What's the status of the east side of the city?"

"The clones are being overrun. It's being taken care of," Katen's voice came back.

"Who's taking care of it?" EEK-176 asked.

"Me. And by me I mean Karl," Katen answered.

"Very funny, Major."

Dr. Destroyer sent Force lighting Jakoby's way, but the fleeing Jedi turned around and blocked it with his lightsabers at the last possible second. Jakoby then sent the Ithorian flying backwards with a Force push.

As MAF flew in low Jakoby noticed that something was attached to the bottom of it. It looked to be some nightmarish metal scorpion. The arachnid-like abomination detached from the bottom of the flying MAF and nearly landed on top of Jakoby.

It was SSA-719 wearing the Skg-1 Scorpion walker backpack. Jakoby immediately tried to cut down one of the four metal legs to bring the droid down. But the lightsaber didn't cut.

"Don't tell me, phrik?"

"Exactly," the security battle droid replied and fired the cannons embedded in the walker backpack's two claws. Jakoby countered the deadly attack by rushing under the droid. SSA-719 adjusted to the move by trying to stab the Jedi with his four metal legs and two claw arms. The Jedi kept moving away at the last second, and the security droid could think of no way to land a blow.

It didn't matter as EEK-176 and OOM-9 approached, firing their weapons. The two command battle droids were careful to aim low so that they didn't hit SSA-719 by accident.

Jakoby moved out of the way only to get caught by Dr. Destroyer again.

"Four against one? And you guys still can't kill me? You want me to wait while you get some more of your friends?"

"I owe you for that push you knocked me over with," Dr. Destroyer let out a Force scream. The bellow ravaged everything in front of the Ithorian. Clones and walkers and IFT-X tanks ended up getting caught in the long blast.

When Dr. Destroyer finally ended his display of destructive power Jakoby had had enough. He cut in close with his lightsabers for an instant kill, though the Ithorian was able to block the slashes with his lightsaber pike.

The 8th Fleet plus the defense fleets from Zakkudos and Zakinthos were too much for the Republic to counter. The CIS droids now deployed numbered in the millions. All three variations of the E-STAP droid starbomber series were raining down plasma and proton bombs. Endless waves of NR-N99 tank droids and hailfire droids cleansed the plains. The sea of blue blaster bolts that emanated from the Republic was being drowned in an ocean of red from the Confederacy. Several of the 8th Fleet's capital ships had come down into the atmosphere. That the GAR forces weren't immediately steamrolled and demolished was proof of just how well trained and experienced Jakoby's clones were.

"General, our capital ships are outnumbered thirty to one now. We can't win this fight," Captain Toon contacted the Jedi through the communication systems. The Droid Collector had come in low and close to Zephielander.

"Alright, it's time to go," Jakoby finally conceded.

"Leaving so soon?" OOM-9 called out to the Jedi.

"Let's call it a draw. It's not fair when my troops are outnumbered a thousand to one." Jakoby finally beat back Dr. Destroyer and the Ithorian finally let up on his attack.

"War isn't fair. If the Republic can't handle the numbers of a true galactic army, then your government should surrender right now. If you flee then you are beaten."

"You've got a mouth on you."

"No, I do not," OOM-9 shot with the elite E-5 blaster function.

"You know what I mean," the Jedi deflected the triple blast right back at the command droid. OOM-9 was hit square in the chest, but was merely stunned for a moment.

"Next time you won't be so lucky," Jakoby warned.

"I thought the Jedi didn't believe in luck."

"We don't. But there's no other way to explain your victory. The Force wouldn't guide a worthless droid like you to success." With that, Jakoby fled on a LAAT/i gunship. EEK-176's gatling lasers chased after the ship. A nearby baron battle droid fired his twin missile launcher and both projectiles hit the craft. The ship lurched but stayed on course towards the Droid Collector's hangar. A Vulture droid swooped in and blasted the gunship from the side. The Jedi leapt from the LAAT right before it blew, and was able to use the force of the blast to propel himself safely into the Venator's hangar.

The Republic fleet retreated from Zalost Prime, the 8th Fleet and its allies pursuing them until they fled to hyperspace. The battle was a clear military victory for the Confederacy, though it came at a great cost to the people of Zalost Prime. The smoke and dust that now polluted the air would ensure that Zalost Prime's current generation of younglings would grow up with respiratory problems.


General OOM-9 and his crew stood around the ruined buildings and broken streets of Zephielander. Even though the fighting had been over for less than an hour the rebuilding and repairs were already underway. PK and OX9 worker droids tended to the broken CIS battle droids and vehicles while MED-47 and ADK-25 MED medical droids tended to the wounded organics. Trade Federation loader droids and SRT droids were working on clearing rubble and bringing in new materials to repair the buildings. Separatist troops were bringing in relief supplies for the city's civilians.

"What a mess," Katen gloomily said as she lazily leaned against KJZ-8267's shoulder. She looked like she was ready to fall asleep.

"Indeed," the pilot droid agreed.

Zako sneezed and his cybernetic eye made a weird beeping sound afterwards. All the smoke and dust kicked up in the fighting was getting to him. He wished he was wearing his FR-8 shock trooper armor rather than his officer uniform, at least then he would have the benefit of the helmet's air filters.

"You could have helped us fight the Jedi, you know," SSA-719 told Dr. Quartz.

"I already fought him on Tatooine, and that was enough for me. You did fine without me," the Skakoan said.

"This won't be the last time we cross paths with that Jedi," EEK-176 stated.

"Yes," OOM-9 agreed. "He poses a real challenge. It is interesting, the Jedi we fought at the start of the war were no where near as skilled or destructive as he is."

"The Jedi that are surviving are getting better," EEK-176 said, "our tried and trusted tactics may not keep working as effectively as before."

"Yeah, I can remember back when I could kill them all by myself," Katen added. "Hell, even Zako could take them one on one in a dual back then."

"Hey."

"Oh, don't take it so personally," Katen let a small smile slip.

"Build me another Doomseeker cannon and we won't need new tactics," 3B3-888 looked at Dr. Quartz.

"We're already working on that. But you must be more careful with them. They are very expensive." Dr. Quartz was not pleased that the first Doomseeker cannon had been destroyed during the Battle of Breeka.

"Well, I don't have any new ideas for killing Jedi," Katen said.

"We can always just bomb them from the sky," KJZ-8267 replied.

"You would say that," Katen nudged her forehead against the pilot droid's shoulder.

"Now we have our own Force-sensitive," OOM-9 said, "the Jedi are not used to fighting Force-users."

"I haven't even shown you all I'm capable of yet," Dr. Destroyer cryptically stated.


Author's Note: Zalost Prime is a planet of my own imagination.

The anti-orbital cannons on Zalost Prime are the same ones found on Eos from the videogame Star Wars: Starfighter. In the game the cannon was able to track single-pilot starfighters in space, making it incredibly accurate.

The green-eyed Vulture droids with black stripes over a blue body is a color scheme from one of Hasbro's Titanium Series Vulture Droids.

The heavy AAT and heavy homing spider droid both appeared in the computer game Star Wars: Galactic Battlegrounds. The AA-B anti-air missile knights and AA-H heavy anti-air missile knights mentioned in the chapter are the Trade Federation anti-air turrets and heavy anti-air turrets from Galactic Battlegrounds.

The J-1 semi-autonomous proton cannons appeared in the Star Wars: The Clone Wars television series.