Chapter 43: Battle of Ziost

Before the Karajor could even leave Serenno, OOM-9 found himself being summoned to Count Dooku once again. OOM-9 didn't think Dooku would have requested him to appear in person again, at least not so soon. Despite the thrashing the Republic had received in the previous battle, OOM-9 considered the revelations of Coppertop's actions constituted a failure on behalf of the Separatist Droid Army. Coppertop's actions were an affront to all Separatist battle droids and OOM-9 personally felt embarrassed by the choices the battle droid had made. Whatever was going to happen next, OOM-9 was determined not to be made a fool of in front of Count Dooku again.

The command battle droid stood in the throne room of Dooku's palace. A faint, sickly green glow bathed the area. Asajj Ventress stood next to OOM-9 while Dooku sat in his simple yet elaborately designed chair. Three beige B1 battle droids armed with E-5 blaster rifles stood at the opposite sides of OOM-9 and Ventress, for a total of six. A pair of BX droid commandos with commando E-5 blasters stood guard at opposite ends of Dooku's desk.

"Despite General OOM-9's opinion on the matter, your previous mission was a complete success," Dooku spoke. His voice was soft and calm yet carried an undertone of vast authority. It was the kind of tone of voice that could command innocent people to commit unspeakable acts if plied properly.

"You are too kind, Count Dooku," OOM-9 nodded his elongated head in respect.

Ventress held a straight neutral face. Despite wanting to turn to look at OOM-9 she held a firm gaze on Dooku. She had no idea what sort of programming possessed the command droid to be such a kiss-ass. It wasn't as if OOM-9 were some slithering organic officer looking after his position. To Ventress, OOM-9 was nothing more than a pawn, a placeholder for those that wielded the real people. People like herself… and Dooku. OOM-9 was little more than a public face so she could work in the shadows. Yet, the droid's behavior and combat ability suggested otherwise.

"Indeed," Dooku agreed. "I have use for your abilities for an important assignment yet again. My agents have informed me that an ancient Sith holocron has been uncovered on the planet Ziost."

The news of a Sith holocron being discovered on Ziost was no surprise to Ventress or OOM-9. It was no secret that the planet had a long history of being associated with the Sith in the past. Something like this would have been bound to happen sooner or later—that was OOM-9's opinion on the matter. The real question is what Dooku wanted them for. Ventress had no idea; such a simple retrieval was well beneath her skills. Connected to the Separatist Droid Network, OOM-9 could venture a guess as to why Dooku needed them for this.

"Unfortunately, Ziost is currently under attack by the Republic. And news of the holocron's discovery has already reached their ears. The droid army stationed to protect Ziost will not be able to repel the Republic's attacks. I want the two of you to expel the Republic from Ziost and deliver the holocron to me. Now go."

"Yes, Master." Ventress bowed.

"As you command." OOM-9 and Ventress turned and left the throne room without another word. There was silence, with the exception of the noises OOM-9's mechanical joints made when he walked. Asajj Ventress was completely silent as she walked, the mark of a good assassin. OOM-9 was no assassin. He used bluster and brute force as opposed to Asajj's subtlety and subterfuge. Together, the two made a good team… though they would be even more effective if they weren't marred by the hidden, but vast undertones of rivalry.

"Looks like we'll be working together for a while longer, droid," Ventress said in her usual, sly, yet oddly silky tone. "Try to not slow me down."

"Of course." OOM-9 decided to let the snide comment slide; responding with a nasty remark of his own wouldn't help anything. OOM-9 didn't know why Ventress was being confrontational with him. He had already demonstrated his competency back during the fight with Anakin Skywalker and Obi-Wan Kenobi. He expected it was nothing more than regular bigotry against droids, though Ventress did seem to have an overly high opinion of herself as well. Everything taken into consideration and it was easy for OOM-9 to see why Ventress was such unpleasant company. Still, there were worse individuals OOM-9 could have been assigned to work with (General Grievous came to mind).

OOM-9 returned to the 8th Fleet via his Sheathipede shuttle, the Emerald Slicer. This time, Ventress followed in her Ginivex-class starfighter. Once they were aboard the Karajor, the flagship set a course for Bogoa and the rest of the 8th Fleet. Time was of the essence, but OOM-9 was not going to show up at Ziost with only a single ship. And OOM-9 wasn't going to risk his ships showing up at different times and in different locations around the planet. He could already imagine the Karajor on its own and outnumbered. Best to avoid such situations in the first place.

When the 8th Fleet was finished recalling all troops and supplies from Bogoa, they set the coordinates for Ziost and the 8th Fleet entered hyperspace.


Onboard the 8th Fleet's flagship, Karajor, Commander Zako had requested to meet OOM-9 and EEK-176 in the private. There was an important matter that needed to be discussed away from the ears and audio receptors of others.

"What is it, Commander?" OOM-9 asked immediately as he and EEK-176 arrived. The doors slid up behind the command droids, giving the trio privacy.

"I'm worried, OOM-9, EEK-176. I think the effectiveness of our military force could be in jeopardy."

Neither OOM-9 nor EEK-176 was expecting Zako to say that. After the effectiveness of the scorpion droids had been demonstrated, OOM-9 would have thought it more likely for Zako to be asking him dating advice (OOM-9 had heard that Zako considered Ventress attractive) than worrying about the state of their army's combat abilities.

"Explain," EEK-176 requested.

"There are an increasing number of organic soldiers in our armies specifically. You both saw what happened in the previous battle. They were no match for the clones."

"You did not do so well on Bogoa yourself," EEK-176 reminded the bio-linked cyborg.

"That clone got the jump on me. I won't let it happen again."

"Good," OOM-9 said, "I would hate to have to reassign you to less combat-oriented role."

"You would reassign me?" Karl Zako did not want to get stuck on the sidelines, watching his friends risk their lives in battle. If they were going to fight, then so would he.

"Better that than to lose you to clone troopers," EEK-176.

"You really think I've gotten that bad?" Zako asked.

"No," OOM-9 answered. "But it was something we had to consider after your outburst against General Grievous."

"I've gotten my act together," Zako said defensively. "Getting beaten by that clone on Bogoa was just bad luck."

"We agree," OOM-9 held up his hand, signaling to Zako he had no need to further make a case for his competency. "But, back to the issue of the newer organics soldiers."

"Right," Zako felt a little stupid for allowing himself to get so sidetracked, even if the topic was himself and affected whether he was going to be allowed to continue to fight or not. "Organics don't always follow orders so well. Katen had her own problem with this back on Ahlenn when she was hunting General Krell."

"I know you prefer the company of droids to your own kind, Commander, but perhaps you could elaborate," OOM-9 said.

"General. They are not career-soldiers like Katen and I are. They hold higher affiliations to their homeplanets than they do to the droid army as a whole. They lack the bonds of friendship and brotherhood that the rest of us possess. The droid army as a whole will suffer in the long run."

"Then we will have to build those bonds, Commander," OOM-9 said.

"How will we do that?" That Zako didn't already figure out the answer to that question proved just how little he interacted with his own kind. The commander was always hanging around droids, even when more organic soldiers in the ranks started to become common.

"By sending them into battle of course," OOM-9 said, "nothing brings about unity faster than killing a common enemy."

"You sure that will work?"

"Come on now, Zako. I get the feeling we have more faith in organics than you do."

"Not all organics can be trusted." Zako crossed his arms over his chest.

"We'll be fine. Those that do not put their full effort in the war will be killed off in battle. Any issue of combat effectiveness will solve itself after a few battles." It was a heartless plan, if it could even be called a plan. In OOM-9's view, the organic soldiers that didn't take the fighting seriously would die in battle. There was no problem in the long run. They could afford to take a few casualties.

"There is one other measure we could implement," EEK-176 spoke. "If these new organics hold stronger bonds to their homes than to the droid army, then I suggest we assign squads based on an individual's home of origin. Those that fail to perform in battle will be labeled cowards by people they know. Fear of being ostracized and labeled cowards by their communities back home will ensure our newer organic troops fight to the best of their ability."

"When you put it that way, it sounds like we have nothing to worry about. One other thing," Zako added. "I'm also worried about this Sith holocron we've been sent to acquire. Nothing good ever comes from Sith holocrons." Zako spoke his mind, but that was all right. OOM-9 and EEK-176 were always willing to listen to what he had to say.

"I'll keep that in mind," OOM-9 said. "Still, we have no choice but to get the holocron for Count Dooku."

"Right. I just hope it doesn't bite us in the ass later."

"I doubt the Sith have any lost knowledge that would prove to be a threat to us," EEK-176 said. "If they were truly powerful, they would be the ones ruling the galaxy right now, not the Jedi."

EEK-176 had a point, Zako couldn't argue with that logic. If the Sith had any real strength at all, they wouldn't have been confined to hiding in the shadows.

Zako's cybernetic eye suddenly went looking off in different directions for a moment.

"You alright, Commander?" OOM-9 asked.

"Yeah, I'm fine."

"Perhaps you should get your eye checked out," EEK-176 suggested, not believing that the cyborg was functioning at one hundred percent capacity. "Perhaps you require maintenance. That clone did hit you pretty hard."

"I'm sure it's nothing. But I'll go get it checked out anyway."


Elsewhere on the Karajor, SSA-719 was giving the new organic troops tips on how to fight clone troopers. Considering how poorly most of the organics had fared in the previous battle, the security droid felt they could use some pointers when dealing with clones.

SSA-719 paced back and forth in front of several squads of human and Neimoidian soldiers standing in formation. "The clone trooper helmet greatly restricts their visibility. They have no peripheral vision. So flank them whenever you can. Their armor is bulky and restricts their movement, so it will take them a second to react to attacks and orient themselves to your position from the side or behind. As long as you make your first shot count, there won't even be a fight. Don't worry about making a headshot. One hit anywhere will bring a clone down. That armor is just for show; it doesn't actually protect them. Clone armor is primarily used for intimidation. They are merely trying to create the illusion of a fearless, unstoppable fighting force. The reality is their armor makes them clunky and slow. And don't be afraid to close in on them. As I already said, their armor is bulky and their movements are greatly restricted, so they do poorly in melee combat. Their DC-15A blaster rifles are also unwieldy to use up close, so they will often resort to trying to hit you if you're too close. But that shouldn't be a problem; clone troopers are physically very weak, much more so than the typical birth-born human male. As long as you've retained your hand-to-hand combat training, the clones won't stand a chance."

SSA-719 never figured himself for an instructor, but here he was. The results of the previous battle had proven that the newer organic soldiers weren't yet ready to take on the Republic's clone troopers. But they couldn't just keep the organics onboard the capital ships all the time, especially since the issue with Coppertop had lead the 8th Fleet's top droid leaders to conclude that there needed to be more cohesion between droid and non-droid soldiers. Cohesion wouldn't be possible if the organic troopers kept dying.

"You've all been briefed on the clones' color-coded ranking system for their armor. But recent experiences indicate that many clone groups have altered their armors' colors to indicate unit affiliation rather than rank. Even if you come across clones that do not color code based on rank, you should still be able to determine their leaders. High-ranking clones' armor tends to be very customized, so they will still be easy to spot. Killing command units early helps break down their chain of command. The clones are not the same as your droid allies. Clones all share the same mind, but they are not a hive mind. They are not always immediately aware when their command units have been killed. You can use this to your advantage."

Verbally listing out all the weaknesses inherent in the clone troopers made SSA-719 start to wonder exactly why the Republic was still using them as their main fighting force. Cloned humans were not the most practical soldiers, especially in the war that was currently being fought. They had so many weaknesses that could be exploited that SSA-719 hadn't even begun to list them all. After all, the clones needed to breathe oxygen in order to survive, in space battles all the CIS needed to do was shut down their life support and they could kill an entire ship's worth of soldiers. If the Republic really wanted to win the war, they would have switched over to manufacturing their own droid armies to counter the Confederate droids. SSA-719 wondered if the Republic had some ulterior motive for dragging out the war… or perhaps the simplest answer was the correct one—all the skilled droid programmers had ended up on the side of the Confederacy and the Republic simply didn't have the means to make their own battle droids that would be on par with the Confederacy's. Whatever was going on, one thing was clear to SSA-719: the Galactic Republic was going to lose the war; it was only a matter of time before the clone armies and Jedi Order were ground down into stardust.


When the Karajor returned to Bogoa, the 8th Fleet had just completed the task of collecting all of the scrapped droids and vehicles. There was still the issue of accounting for all the dead organic soldiers, but Commander OOM-8 decided to leave that task to the planet's local planet garrison. Now that OOM-9 had returned with Ventress and a new, time sensitive mission, they couldn't dawdle any longer. The task of going through the 8th Fleet's dead would take some time for the local CIS forces stationed on Bogoa, but the Confederate military had to place a priority value on the new assignment from Count Dooku. The families of the dead would just have to wait to receive news about the fates of their loved ones. Alerting organics to the passing of their loved ones was never much a top concern for OOM-9, OOM-8, EEK-176 or the other top droids in the military. As far as they were concerned, families should be ever aware of the possibility that their loved ones perished in battle. Such was so often the fate of organic soldiers—especially in this war where casualties had run rampant to such genocidal numbers the galaxy hadn't seen in over a thousand years. It was no wonder so many people preferred to let armies of battle droids (or clone troopers) fight on their behalf.


"We've captured a command post."

"Target that sniper."

"Roger roger."

There was a knock at the door.

"Direct hit."

The knock came again.

"Watch your flank!"

"Go away!" Ashley Katen shouted.

"Enemy forces have captured a command post."

The door opened.

"Yeah, sure. Do the exact opposite of what I just said." Katen didn't even bother to look away from her vidscreen to see KJZ-8267 walk into her room.

Lieutenant KJZ-8267 looked around Katen's personal quarters. The lights were out; the room would have been dark if not for the fact that the room's wall-mounted vidscreen was casting lights all over the place. Katen was lying stomach-down on her bed, in nothing but her undergarments, a controller in her hands, the heavily used buttons clicking away as she manhandled the poor device. KJZ-8267 was sick of Katen's recent attitude problem, and since his human friends weren't going to do anything about it, the pilot battle droid decided to take matters into his own hands.

"Follow me."

"Order engaged."

"Get dressed. You're participating in the next battle."

"I'm useless."

"Not at the controls of a starfighter, you're not."

"I'll just screw it up, just like I do with everything else," Katen grumbled, her eyes still glued to the flashing vidscreen.

"Stop acting like a whiny teenager." KJZ-8267 turned to the screen to see that Katen was playing as a security battle droid equipped with an E-60R rocket launcher. Part of him wished that he had walked in on her playing as a pilot battle droid.

"I was playing as a pilot droid on my last life," Katen said, reading his thoughts. She knew the droid well. "You know I don't play favorites. There isn't a class in Battlefront that I don't like."

"Well, it's time to stop playing pretend. Now get dressed or I will dress you myself. You are participating in the next battle."

"Alright, alright. Just let me finish this match first." Katen knew KJZ-8267's threat of dressing her himself was genuine. It was not something she wanted to deal with. The thought KJZ-8267 and the other battle droids could use a few lessons in subtlety; they couldn't just use brute force as the answer to every challenge. Though in this particular case, just the threat of force had worked—Katen was dressing herself as soon as the match was over, just as she had promised.


When the 8th Fleet exited out of hyperspace, the Separatist ships were treated to the sight of a Republic fleet. Acclamator assault ships, Venator star destroyers, combat-fitted Consular cruisers, Arquitens cruisers, Pelta frigates, and Dreadnaught-class heavy cruisers were in orbit around Ziost. The ships were facing the planet, their engine-laden backsides turned to the 8th Fleet. Unfortunately for the Republic Navy, the leadership of the 8th Fleet was not above shooting their enemies when their backs were turned.

"All ships, full attack. Target the smaller cruisers first," Commander OOM-8 ordered the fleet. The command battle droid wanted the smaller ships destroyed first as they would be faster to turn around and fight back. OOM-8 thought the Republic navy before him must have been commanded by an idiot. It was their own fault for getting shot in the back. They should have had a few ships facing the other way. It was clear that they were not expecting any Separatist reinforcements to arrive or they would have been better prepared.

The smaller Republic ships started to pop into a fireworks display. V-19 Torrent and gunship fighters screeched out to meet the onslaught of Stag Beetle and Vulture droid starfighters.

Huge convoys of landing craft and dropships left the 8th Fleet's capital ships. A few squadrons of E-STAP droid starbombers followed after them.

Anti-starfighter flak against the convoy of transports was minor as the cruisers were too busy dealing with the swarms of Vulture and Stag Beetle droids. Half of the E-STAP starbombers broke away and started bombing the Venator star destroyers while the other half stayed with the convoy.

Operating as Blue Squadron's leader, Lieutenant KJZ-8267 flew a blue and gray Scarab starfighter. So often KJZ-8267 piloted one of the three different kinds of E-STAP droid starbombers. Even from a bomber, the OOM pilot droid could out-fly any clone pilot. Scarabs were known for their durability, not their speed, so flying one wasn't all that different than if he had been in a bomber. Still, with the four laser cannons a Scarab had, KJZ-8267 would be shooting down fighters much faster than if had been piloting an E-STAP (as all three different versions all had only two laser cannons).

As an OOM security battle droid, flying a Scarab starfighter should have been one of the last things Captain SSA-719 should have been doing. The primary purpose of security battle droids was to provide protections for capital ships and ground installations. They could also be used as common ground troops alongside B1 battle droids. While they were capable of piloting starfighters and other vehicles, most of the serious flying was done by OOM pilot battle droids. But SSA-719 just happened to feel like flying a starfighter for this particular battle. He wasn't as good a pilot as KJZ-8267 was, but he was certainly more skilled at the controls of a Scarab than a security battle droid had any right to be. Not only was he piloting a fighter, SSA-719 was in charge of Red Squadron.

Major Katen had chosen to fly a Mankvim-814 light interceptor into the battle, leading Silver Squadron. Her constant screw-ups had encouraged her to take to flying a starfighter more often. To Katen, flying starfighters was simpler and less messy than ground battles tended to be.

"Squadron coming in at .08," Katen checked her scanners.

"I see them. Blue Squadron, follow me. We'll take care of them." KJZ-8267 and his blue and gray Scarab starfighters pulled away from the transports and dropships.

"Another squad, coming in," Katen told the others. "It's a good bet they know what we're up to."

"Red Squadron will take them. Katen, you stay and guard those transports," SSA-719 said.

"Got it."

The Mankvim interceptors of Silver Squadron kept watch as Red Squadron and Blue Squadron did all the fighting. A few Republic V-19 Torrent fighters managed to slip by but were shot to pieces by either the Mankvim's or the E-STAPs before they could do any damage to the transports. The defensive turrets on the C-9979 landing craft destroyed the V-19 that managed to get the closest. It wasn't often that the turrets on the landing craft destroyed anything but when they did they reminded friend and enemy alike why they were there in the first place.

Katen realized that waiting around and watching others fight played with her nerves just as much as if she were doing the fighting herself. Her recent failures had really shaken her up; she didn't feel this way before about battle.

This is ridiculous. I need to get my shit together, Katen thought to herself as she watched one of the brown-colored Scarabs of Red Squadron turn a gunship fighter in a fireworks display.

KJZ-8267 banked his Scarab hard to port, trying to shake off his pursuer. The V-19 kept on him. "Blue Two, where are you?"

"Having some trouble over here, Blue Leader."

Best deal with this myself. KJZ-8267 did a hard half loop and turned right back around on his attacker. The Torrent broke away rather than crash into the Scarab. KJZ-8267 hit the brakes and kept the fighter in his crosshairs, firing until he had destroyed it.

KJZ-8267 turned his fighter towards Blue Two, intent on helping him out, only to see that Blue Seven had already taken care of the enemy fighter.

The fighters trying to reach the convoy were either destroyed or returned back to assist the Venator star destroyers. Red and Blue Squadron returned back to the transports.

"Everyone, close up formation," KJZ-8267 instructed.

The Stag Beetle fighters and Vulture droids deployed remained in the space battle to help the 8th Fleet's capital ships while the Scarab starfighters and Mankvim interceptors followed the transports, half of the E-STAP bombers and MAF gunships came down to the planet.


Ziost was an abandoned world, largely forgotten by galactic society. Occasionally tourists came to the world to see the decrepit and long-plundered ruins of ancient Sith architecture. The few people that actually lived on Ziost enjoyed their privacy. The small population of Ziost refused to pay the increased taxes levied by the Republic to fund the war effort and so they joined the Separatist cause. The Confederacy let the people of Ziost do as they pleased, without any tax increases.

Leaving the Galactic Republic was the original reason why the clone army invaded. But news of an ancient Sith holocron being discovered prompted more troops to be sent in an effort to seize the artifact. Moving so many troops and supplies in an effort to capture a single holocron seemed like a stupid move on behalf of the Republic. There were much more important things that required the clone armies' attention. OOM-9 knew the Jedi Order had to be behind this, the stingy Republic Senate would not have authorized such an expensive effort for such a backwater world.

But why the Jedi wanted a Sith holocron so badly was a mystery all its own. There were plenty of historical examples of Jedi being corrupted by the information in Sith holocrons. And it wasn't as if denying the CIS the holocron would get them anywhere. Sith holocrons often could only be activated by utilizing the dark side of the Force; that was no secret. Dooku and Sidious were Sith, but few people knew that fact. To the galaxy at large, the forces of the Jedi Order and the Republic were merely fighting against people and corporations wishing to be free from their rule. Most people saw Dooku as a fallen Jedi who turned away from the Jedi Order (there was debate on what he did was right or not). Almost no one knew of Sidious' existence at all. OOM-9 happened to be one of those individuals, going back as far as the blockade and invasion of Naboo a decade ago. Dooku and Sidious were only two people. OOM-9 did not think whatever was in the holocron could give the pair of Sith any kind of meaningful advantage to win the war. The Sith were confined to the shadows, unless they wanted the galaxy to know of their return. The war was going to be won by the efforts of the droid army, and OOM-9's troops were just about to demonstrate that fact.

The CIS ships got a good view as they continued their descent towards their destination: the ancient abandoned Sith city where the holocron had been found.

The planet was coming out of an ice age. The starfighters and transports passed over mountains that were still frozen over. Vegetation not purposefully grown and farmed by sentients was sparse. Sections of the ground were covered in a thin layer of snow. A few areas were covered in ice.

Homing spider droids and tri-droids were the first off the transports. Snow and ice were of no concern to the spider walkers and did not hinder their movement any. They were immediately engaged by roving bands of IFT-X fighter tanks. The mobile fighter tanks did as well as could be expected given the fact they were paired off against heavy assault walkers. The IFT-Xs actually managed to make a few kills before the GATs were deployed to counter them. Even then the Republic fighter tanks still killed their weight in Separatist armor before being destroyed.

After four GATs had left the cargo bay doors of one of the landing craft, OOM-9 strode out onto the battlefield. The command droid was using his Skg-1 scorpion walker backpack. The four long legs lifted OOM-9 high into the air. Combined with the claw arms and the tail and OOM-9 held the visage of a videogame boss. Asajj Ventress was at OOM-9's side. She was not impressed with OOM-9's toy in the slightest. No matter what gadgets OOM-9 used, Ventress considered them a poor substitute compared to the mastery of the Force. Commander Zako and Sergeant 3B3-888 exited from a nearby Trade Federation dropship. Further away Commander EEK-176 departed from a Neimoidian transport, the command droid was equipped with his usual gatling gun trio.

VACs dropped off crab droid XLs (the XL standing for eXtra Large). The XL crab droids were the size of a tank. They were more powerful than the infantry-sized LM-432 crab droids, but were also more expensive. The tank-sized crab droids were only recently becoming mainstream and many clone troopers had yet to encounter them in battle yet.

The MAFs that had arrived with the larger transports had started laying down suppressive fire before depositing marine battle droids and BX droid commandos at various points around the city. The small squads of elite droids were meant to serve as scouts and were to assist any organic CIS troops that ran into too much trouble.

When the CIS was able to get its armored squads into proper formation the effectiveness of the Republic's offensive dropped substantially. Functional Republic fighter tanks started to disappear. In their place was smoldering wreckage. The few clone scout and personal walkers halted their advance on the enemy line. The clone infantry stuck to holding defensive positions in the ruins of the city rather than rush out into incoming tank fire.

The droid army advanced. The mobile armored vehicles went up first, drawing the fire of the clone defenders while platoons of battle droids and organic soldiers marched parade style towards the ruins. A noticeable new addition to the troops was the D-60 assault droid. D-60 assault droids were a rare variant of the B2 super battle droid. The most notable aesthetic difference being that the D-60s had a visor in place of individual photoreceptors. The D-60 had a higher accuracy percentage and more processing power than the B2, but was more expensive to product. Overall, the D-60 assault droids were quite rare, but OOM-9 pulled his out of the reserves due to the fact that his armies hadn't been given enough time to repair the droid troops that had been damaged at the Battle of Bogoa. Having to replace the regular droid troops had really only made a minor impact on the decision to introduce the D-60s in greater numbers, OOM-9 and EEK-176 had already decided they needed to rotate the ground troops around more anyway—in part for them to gain more combat experience and to hopefully build bonds of camaraderie with the newer organic soldiers.

As the CIS infantry started to enter the ruins, the clone troopers pulled farther back into the city.

"They're leading us. Watch out for mines and gun emplacements," OOM-9 instructed his army both verbally and wirelessly.

3B3-888 and Zako had reached OOM-9 and Ventress before any of them had gone into the city itself.

A sniper shot rang out, killing a Neimoidian solider near OOM-9. 3B3-888 and OOM-9 fired their weapons where the shot had come from.

"We can't get to him from this angle," 3B3-888 tried to aim his E-8 heavy projectile launcher and fired off a shot he knew would miss.

Ventress just watched with disinterest. She wasn't going to help with such a minor problem, not unless the clone was stupid enough to try and shoot at her.

"We need a mortar droid over here." At OOM-9's request, a thermal detonator battle droid arrived a fired his mortar at the target area. After the explosion there were no further sniper shots, though they didn't know if the clone had been killed by the mortar blast or had simply retreated further back.

The spidery legs jutting out from OOM-9's nightmare of a backpack attachment turned the droid's entire body to face his nearby armored-encased cyborg subordinate. "Commander Zako, secure the crypts. Sergeant 3B3-888, I want you and your squad with me." OOM-9 wanted to make sure Zako was not near Ventress. OOM-9 was aware Asajj had an occasional habit of killing allies, and he didn't want Zako getting in a fight with her like he had done with Grievous back on Aargonar.

"Roger roger." 3B3-888 and his mixed squad of B1s and B2s stayed with OOM-9 and Ventress.

"Yes, General." Zako took several squads of shock troopers, regular human soldiers, B1 battle droids, B2 battle droids, D-60 assault droids, and grapple droids down into the crypts.

"I'm going on ahead. Do try and keep up, General." Ventress' lightsabers activated in a snap-hiss.

The scorpion walker backpack enabled OOM-9 to keep up with Ventress, though just barely. 3B3-888 and his squad of droids were falling behind. The sounds of the droids' footsteps altered as metal feet changed from walking on dirt and gravel to walking on worn stone.

The battle was proceeding with acceptable losses. The challenge the clones on Ziost provided was nothing new for OOM-9 and his army. In fact, they had faced much, much worse in the past… the recent battles against Obi-wan Jakoby and Mace Windu came to mind. That was some really tough stuff, but what the battle droids faced now could only be described as an average battle. Even the newer organic CIS troops were performing quite acceptably.

Though soon the clone army stopped its slow retreat and started to hold their ground. And OOM-9 learned that this change in behavior was not just occurring at the particular street he and Ventress were on, but all over key points in the old city. It was to be expected, the clones would have to stand at fight at some point, either that or evacuate the planet entirely. And OOM-9 and the droid army had learned from experience that the clone troopers didn't give up planets so easily. Large portions of the clones' numbers would have to be eradicated before they would participate in a genuine retreat.

Asajj Ventress slowed her pace greatly, having to deflect a torrential downpour of blue blaster fire from the clone army. OOM-9 noticed the would-be Sith was an enormous asset in battle. She drew an awful of fire that would have otherwise been intended for his troops. And it wasn't as if OOM-9 and 3B3-888's battle group needed Ventress' help either—especially not when they had a scorpion droid in their ranks. And that wasn't to say the dwarf spider droids, crab droids, and octuptarra droids weren't also dangerous. And the B1s, B2s and D-60s that flooded the street alongside the organic troopers weren't useless either. Indeed, it was a veritable who's-who of Confederate ground troops. It was unlikely that the clone troopers they were fighting had ever encountered such a vast array of different soldier types all at the same time, and that would only work to the Separatists' advantage.

Up ahead the OOM-9 and Ventress noticed a pair of Jedi leading the clones, one was a Wookiee and the other a Verpine. The two Separatist leaders knew it would only be a matter of moments before the pair of Jedi would be their opponents—it was not likely the Jedi would fall to the endless random blaster bolts flying about the war-filled street.

A rocket sent by the clones smashed into a crab droid, but the six-legged automation refused to die. A B1 droid with a sniper rifle tried to kill the rocket launcher clone but missed. The clone managed to fire off one more rocket, this time hitting and killing a small cluster of Gossam commandos. A few of the Koorivar fusiliers and clone troopers traded thermal detonators with each other.

A LAAT/i gunship flew in from the enemy's side of the street. A few green lasers struck a few droids, but the losses were nothing OOM-9's battle group couldn't absorb.

The scorpion droid fired his tail-mounted stinger, a long metal chain trailing after it. The scorpion droid harpooned the passing gunship with its tail, and reeled himself up. The force of the extra weight sent the aircraft off-balance, causing it to knock against a building. The gunship went into a tailspin and quickly lost altitude, the scorpion droid still hanging on. Several infantry below saw the smoking wreck headed their way and scattered as it crashed into the streets below. The scorpion droid clamored off the wreck and started firing upon the nearest clone troopers.

OOM-9 skittered back and forth, weaving in and out of the blue blaster bolts in a frantic dance. The droid troops behind OOM-9 soaked up a lot of the fire but it was of no consequence, they would be repaired later.

OOM-9 focused in on the Wookiee Jedi, his constant sideways skittering causing him to reach his target much slower than the droid general would have preferred. But when OOM-9 did reach the Jedi, he effortlessly snapped up the large Wookiee with his scorpion claws. With a quick twist, the Wookiee was sliced in half. It had all been so easy. OOM-9 didn't mind killing weaker opponents, but the challenge the Wookiee had provided smacked of borderline boredom.

Ventress got herself locked in combat with the Verpine Jedi and the pair quickly took their personal duel inside a side building, away from the annoyance of the two armies fighting around them. OOM-9 decided to leave Ventress to her opponent; he wasn't very maneuverable in cramped spaces with his scorpion legs anyway. That, and it looked like Ventress didn't need any help.


Further in the city, still beyond the reach of OOM-9's army, the Republic was on the verge of obtaining the Sith holocron from the local Separatist garrison.

The clones further in the city were very visibly different from the standard Republic stock—for they were the troopers belonging to the 189th Legion. The clone troopers of the 189th Legion were identified by the jet-black markings on their armor. The 189th had recently done away with the color-coded armor ranking system. One clear benefit of abandoning the old system was that Separatist snipers could no longer easily pick out high-ranking clones to kill anymore. The shrewd leader of the 189th, Commander Black, was always looking for ways to give his troops an advantage in battle.

Commander Black observed the situation through a pair of electrobinoculars. A sizable force of super battle droids and droidekas had made a stand at the researchers' camp. Considering how stubborn the droids were being about holding their position, it was clear to Black that the researchers had not yet absconded with the Sith holocron. They were likely still in the camp, trapped. The droids' numbers were falling at a steady rate; it would only be a matter of a few minutes before the researchers had no defenses left. And the clone commander doubted that a bunch of scientists would risk their own lives to keep the artifact out of the Republic's hands. It wouldn't make a difference even if they did try. The super battle droids and droidekas couldn't handle the special ops clone troopers attacking the camp, there was no way a handful of scientists would offer any challenge whatsoever.

A clone with a set of custom black markings approached. "Commander Black."

The clone commander handed off his pair of electrobinoculars to a nearby clone trooper. "What is it, Lieutenant Shade?"

"Sir, the Separatist reinforcements are advancing towards our position."

"And we are all already aware of this," Black said.

"There are advancing much faster than anticipated," Shade explained, "we've lost contact with the Jedi generals and our brothers are being slaughtered. The 189th Legion has been formally requested to delay the Confederate attack."

"Delay?" Black asked. "They do not think we can repel the invaders?"

"No sir."

"How curious. Has their faith in our abilities dwindled?"

"I doubt so, Commander. But the enemy has us outnumbered. And reports indicate that these clankers are doing better than average."

"And this was a request rather than an order?"

"There has been a breakdown in the chain of command. The navy is being torn to pieces. No one is quite sure who is in charge right now. What should we do, sir?"

"The holocron is our priority, but the special ops troopers can handle it. Let's go see how these new clankers fight."

"Yes sir! I'll inform the General."

"No need, Shade. Go get the troops ready. I'll handle the General."

"Yes sir!" Lieutenant Shade took off, happy to not have to deal with the Jedi that had been temporarily assigned to the 189th Legion.

Commander Black left his view of the research camp, heading off towards the direction of General Plo Koon. The 189th Legion was not used to answering to Jedi generals. The 189th was not associated with any specific Jedi, like the 187th or the 501st was. Jedi assigned to the 189th couldn't ever keep up with the Legion and always ended up dead. Over the course of many battles, Commander Black and the soldiers of the 189th Legion learned to pity the Jedi, they were guardians and peacekeepers—not soldiers. They had difficulty making the hard choices that lead to victory, and Black had long ago realized that it was the efforts of the clones that were going to win the war.

At any rate, General Plo Koon was a more tolerable Jedi than most. Tolerable in that he was unusually friendly with clones—more so than other Jedi were. And he was also only temporarily assigned to working with the 189th.

"General Plo," Black approached the Jedi.

"What is it, Commander?" The Kel Dor turned to the clone.

"I'm taking the 189th to engage the droid reinforcements," Black was not asking for permission. "Can you handle acquiring the holocron on your own?"

"Of course, Commander. And after we have it, I will be joining you."

"Looking forward to it, sir." Black was telling the truth. He was interested to see if the Jedi would survive the battle or not… so few did. Black's prediction was that he would survive; Plo Koon was on the Jedi Council after all. If he couldn't make it, then there was no hope for the Jedi Order.

A black LAAT/i gunship landed a few meters away the clone commander boarded the craft and took off. The gunship joined several others, buzzing through the air like a swarm of angry butcherbugs. And shortly, a Venator star destroyer with custom black markings—the Onyx Rancor cut through the sky. The various scattered groups of the 189th Legion coalesced into one whole to fight the droid army.


The droid army took notice of the Republic reinforcements. The black Venator had come from the direction of the nearest populated city. Considering that there were no more live signals from the local droid garrison, OOM-9 assumed that the Venator's troops had defeated most of Ziost's CIS defense force and had come to take his army on now.

Black LAAT gunships started to spill from the Venator and join the others that were already clogging the sky. Green lasers and blue missiles destroyed many of the Separatist vehicles. The slower, homing spider droids and tri-droids were targeted for destruction first. But the gunships were flexible; they were just as satisfied with picking on alternate targets when the Separatist fighters chased them away from their primary prey.

Commander Black held onto the handrail as his gunship bucked from enemy fire. The gunship had been struck from a lucky shot from a dwarf spider droid, but the blast hadn't been enough to take the LAAT down. But Black took it as an ominous warning that he was pressing his luck up in the air.

"Take us down here," Black ordered the pilot.

"Yes sir."

Black barely caught sight as a pair of XQ-2 air bikes past his gunship. The air bikes were even more annoying than STAPs were. Indeed, it was quite time for them to get on solid ground.

The LAAT/i gunship touched down in the street to the side of an advancing column of CIS infantry. Many of the battle droids turned and fired on the newcomers. There was no surprise in the brashness of the gunship's landing. Black and his troopers left the gunship right into the face of the enemy, and they intended to burn a few holes into that face. Black more so than any other clone, as he was firing off a Z-6 rotary blaster cannon.

The clone commander was surprised by what he saw. His enemies were so… diverse. B1 battle droids coming in every color: beige, beige-brown camouflage, brown, red, two types of green camouflage and black-gray camouflage. And that was just the B1s. The B2s came in alternate colors as well, ranging from the standard fare to the more irregular tan with green stripes or the black shadow B2s. But Black also noticed he was mowing down quite a fair share of the uncommon D-60 assault droids. And then there were organic soldiers of all types: humans, Geonosians, Koorivar, Gossam, and Neimoidian. Commander Black had no seen such diversity in one single infantry column before. The diversity of his enemies didn't really matter; they all fell easily enough to Black's rotary cannon. As blue and red bolts slapped back and forth at each other Black couldn't help thinking that whoever was in charge of this particular army was a loon with mental problems.

Another black LAAT/i gunship hovered over the area near where Black and his troopers had begun their attack. Stationed on this gunship was none other than Captain Night, one of Black's most trusted subordinates.

Using a DC-15x sniper rifle, Captain Night was picking off Separatist infantry from the belly of the gunship. From such a high vantage point in the sky, Night could basically assassinate any soldier he wanted, but he was not picky about his prey. He put one soldier in his crosshairs after another. He didn't worry about headshots, he didn't worry about picking out high-value targets; he merely tried to kill as many enemy soldiers as he could in the smallest time frame possible. Night was so efficient with his sniper rifle that he was almost keeping up with Black in terms of kill count… almost.

The gunship still hovering in the air had become a serious threat and a BX droid commando hiding in one of the nearby buildings rushed to take up firing position. The droid commando lined up a shot from a window and fired his rocket launcher.

The purple rocket hit, rocking the gunship. Captain Night took note of where the rocket came from as his gunship came in for a forced landing. Captain Night and his squad joined in on the street fighting. With its troopers deployed, the gunship buckled and wheezed back into the air, billowing black smoke as it went. Captain Night took aim with his sniper rifle at the droid commando in the window. He hit the droid in the chest before it could fire off another rocket. The droid was hit, but didn't go down. The BX commando retreated out of sight.

"You're clear to go," Night informed the pilot over the comm.

"We can't hold it, sir!" A static-laden voice croaked back.

"Then land! You're lives are worth more than that ship!"

The injured gunship came back down in a rough landing. The pilots and gunners abandoned the craft to joined in on the ground fighting using nothing more than their DC-17 hand blaster sidearms.

The Separatist infantry were starting to thin. This would have been a good sign if not for the fact that it opened up room for a giant crab droid to come barreling down the street at the clones.

"Crab droid! It's a big one!" a clone trooper hollered out.

"Get ready!" Night shouted.

"The bigger they are, the harder they fall," Black said with confidence.

The crab droid was on them in seconds, blaster cannons scorching the area with red spite, creating small craters in the street on the sides of the city's ancient buildings that had been previously unmolested for over a thousand years. The damage to the priceless ancient architecture meant nothing to the droids or the clones. Both the battle droids and clone troopers cared not for such frivolous things, only focused on killing their enemies and keeping their allies alive for as long as they could. And of course the organic Separatist soldiers cared even less, for they were even more concerned with their own mortality than the clones or droids were.

Even when it was right on top of them, the crab droid kept going, purposefully trying to crush the clones under its forward legs. Black had to dash out of the way more than once, almost dropping his bulky rotary cannon.

Another black LAAT/i gunship flew in. From the aircraft, Lieutenant Shade fired his PLX rocket launcher at the crab droid's armored body. The first rocket did nothing. The second made a dent. The third made a crater. And the fourth exposed the crab droid's innards. But one exposed section on the droid's back wasn't going to make a difference, and the clones on the ground didn't even have an angle at which to shoot at the weak spot.

But Shade had a plan. Now it was Sergeant Shock's turn. The clone sergeant was armed with a DN bolt caster, but the weapon did not have the range to hit the crab droid from up in the gunship.

"Private Coal! Ascension cable!" the sergeant barked.

"Yes sir!" Private Coal knew what was going to happen, and knew he had to be blindly fast and accurate if this was going to work. Private Coal fired his DC-15A blaster rifle's ascension cable right into the crab droid's open wound.

Sergeant Shock hooked his bolt caster over the cable and slid down to the crab droid's back. As soon as the sergeant was on the droid's back, Coal ejected the cable from his rifle. If the crab droid had thrashed, the rifle would have been ripped from Coal's hands… or if he had held on, Coal from the gunship itself. But the crab droid hadn't seen their little stunt, and it had gone off without a hitch.

Shock stuck the business end of his bolt caster into the hole, charged the weapon to full power and released angry blue lightning directly inside the giant crab droid. The crab droid made a furious beeping roar and started to thrash around, Shock barely managing to hold onto the rampaging mechanical monster.

Clones and battle droids scrambled out of the way as the crab droid smashed and crashed around the street. Shock charged up his weapon and fired into the droid again, and succeeded only in making the crab droid even angrier.

"Any other bright ideas?" Night asked as he took cover behind a large piece of debris from one of the buildings the crab droid had thrashed into.

"Well, we haven't tried using harsh language yet." Black kept his Z-6 trained on the scattered B1s still in the area.

The crab droid focused its attention up to the gunship in the sky, sending streaks of red in its direction.

Shock fired his weapon once more. This time, there was some sort of popping noise inside the droid and its red photoreceptor had gone dark. The droid collapsed into the street in a heap.

Instead of cheering, the clones kept fighting with the Confederate infantry. There were mostly super battle droids left at this point, with a few scattered Koorivar. But the clones were soon given an additional challenge as a few pockets of BX droid commandos starting attacking from various windows in the buildings above. Commander Black ordered a few squads to move in and hunt them down.

Deploying squads to the buildings left Black's main force rather sparse, fortunately the Confederates they were fighting were even sparser. The clones kept a loose formation, there was no sense in bunching up and creating clusters of easy targets for their enemies. Unfortunately for the clones, the Separatists were doing the exact same thing.

"Tank droid!" Private Coal called out right before the treaded NR-N99 was upon them. The clones were spaced far enough apart that the tank droid passed by with no one getting run over. Instead of turning back around, the NR-N99 kept going further back into Republic-controlled territory. The clones likewise let it pass.

Black quickly realized the clankers would be sending in more heavy armor now that they had basically cleared the street of any Confederate infantry. "Keep off the main street! Move out!"

The clones of the 189th started moving, hugging the edges of the buildings as a pair of GATs shot past. A squadron of five STAPs followed closely behind. The small aerial platforms did not blaze past the clones like the other vehicles had. Instead they started killing as many as they could, which was to say, not very much. The troopers of the 189th knew when to take cover, but the STAPs were preventing them from advancing any further. And what Separatist infantry was left continued to advance on them.

Commander Black knew he had to change something quickly or risk the possibility of taking an unacceptable number of causalities. And the 189th's clone commander was not about to tolerate a high causality count so early in the battle. Black noticed that one of the nearby buildings had an entire wall missing, exposing an indoor staircase made of ancient stone.

"Cover me!" Black bolted for the stairs.

"Yes sir!" The nearby clones kept on the pressure, drawing the droids' attention away from their exposed commander.

Black reached a point on the stairs where he was now level with the STAPs, making it much easier for him to aim. He held down the trigger on his Z-6 and lit up three of the STAPs. The remaining two quickly bolted and left the area, Black's blue blaster bolts chasing after them as the clone tried to shoot down the two STAPs as they fled.

"We've got humans!" Private Coal's hollering prompted Black to turn back around from the STAPs to a new view. Up ahead was a huge horde of human soldiers, clad in black and gray camouflage (as was typical for standard Confederate human troops). There were also a few black and gray B1 battle droids and a couple of black B2 super battle droids that matched their human allies' darker color scheme. There was also a pair of droidekas and a single dwarf spider droid. Overall, the next wave of enemies was far too numerous for them to handle.

"Get into the buildings! Get off the street!" Black yelled to his troops. The troopers of the 189th were flexible. They went with the flow and adapted to changing situations. They looked like cowards abandoning all the ground they had gained but they were still alive and fighting.

Sniper bolts killed the trooper right in front of Captain Night. There was no rest. The street had been overrun in an instant, yet there were still clankers hiding out in the buildings.

Night swung his DC-15x sniper rifle where the shots had come from and found a pair of B1 battle droids in his scope. One was the standard beige while the other was a beige-brown camouflage color. Both wielded sniper rifles. Night thought it odd that the two sniper droids were stand right next to each other but he wasn't about to complain.

Night killed both droid snipers in a row.

"Bull's-eye!" The battle of the long-range marksman was over in an instant.

The 189th's squads started to bleed over into other areas. More black gunships started to drop off troops and quickly after, tanks and walkers sporting custom black markings were being deployed at various intervals around the city.


A terrible cracking sound reverberated above them as the hull of a homing spider droid succumbed to the rockets of LAAT gunships. The spider droid came crashing down, marking the loss of yet another armored walker for OOM-9's battle group. But large armor units were not the only things OOM-9 had been losing.

The Koorivar fusiliers, Gossam commandos, Geonosian warriors and Neimoidian soldiers were dying left and right. OOM-9 knew some losses were acceptable but the situation was quickly getting out of hand. Portions of his army was starting to lose fights at key points in the city.

Some battle groups were advancing at a quick pace while others were falling back. Small squads of soldiers switched streets only to find themselves behind or in front of the enemy. The entire battle was a mess, but the droid army had to push on. They couldn't stop. They had to reach the holocron before it was too late.

There were fewer and fewer organic soldiers accompanying OOM-9. He found himself mostly surrounded by dwarf spider droids and crab droids—droids that were built to withstand infantry fire. Though they did fall when the clones brought in the occasional rocket launcher—and that problem was becoming increasingly more common, especially now that the clones in black markings had shown up.

But, there were still others accompanying OOM-9 besides spider and crab droids. 3B3-888, 8EX and 5TE managed the weather the battle and still keep pace, and there were still the odd organic trooper still struggling to keep up. 5TE took notice of one such allied organic trooper, a Koorivar, staying hidden behind the corner on a building. 5TE noticed the soldier wasn't advancing with the others, and marched over to the alien soldier.

"Cowardice is not permitted in the droid army." 5TE grabbed the Koorivar by the arm and forced him back out into the street. "Keep moving forward unless given an order otherwise. All allied units are counting on your participation."

"Y-yes sir." The Koorivar's voice cracked with fear, a stark contrast to 5TE's deep and somewhat uncaring tone.

Mortars started to rain down. OOM-9 was quick enough to scuttle out of the way but many dwarf spider droids and crab droids were hit.

The wall on a building to the droids' collapsed and formed a ramp.

"Vacate the street." OOM-9 started to scale the makeshift ramp, the surviving soldiers following his lead.

What was left of OOM-9's battle group found themselves in a shootout with clone troopers on the set of buildings on the opposite side of the street.

"What's with that droid over there?" Private Coal pointed out OOM-9.

"The droids are getting lazy. Can't walk on there on two feet anymore," Sergeant Shock said.

The sole scorpion droid hadn't followed the others up the building, and still attacked from the street below. He had been providing cover fire for the others, and never got a break to join them.

Lieutenant Shade looked down at the bloodthirsty droid in the street. "The clankers seem to have a thing for bugs these days."

"Those droids are really starting to piss me off!" Commander Black was having a tough time dodging blasters and firing his rotary cannon at the same time.

"Those clones are really starting to piss me off!" OOM-9 kept having to skitter out of the line of fire from a clone shooting off a Z-6. The blaster cannons in OOM-9's claws were starting to overheat.

Throughout all the chaos, Captain Night managed to line up a shot and sent a blaster bolt right through the chest of a Koorivar.

5TE was right next to the Koorivar fusilier when it happened. The super battle droid noticed that this was the same alien soldier he had pushed back into battle only moments before, and now the man was dead. Fluids leaked from the fatal wound and the corpse's eyes stared up at the sky.

5TE only took notice of the dead Koorivar for a split-second before returning to the battle. 5TE was not happy that an allied unit had been killed, but it was no secret that he didn't care all that much. Connected through the network, OOM-9 and 3B3-888 took notice of what had transpired as well. No one liked to see a friendly fall in battle, but this was something the droids knew how to accept. They were battle droids; after all, war was their business. But they all knew they would have had a more unprogrammed—and visceral reaction if Zako, Katen or Sledge had just been killed. They just didn't have a strong bond with any of the other organic troops.

A hunter-seeker droid up in the sky took note of the firefight and hovered down low to fire on the clone troopers. Commander Black knew they were in trouble now that they were attracting the attention of air power. Right now they had a single hunter-seeker to annoy them, but if anything worse showed up they weren't going to last long.

The building that held the 189th troopers buckled for a moment. Commander Black fell on his ass. "What was that?"

"That scorpion thing down below," Shade said, "it's trying to take the whole building down."

"Dammit! Pull back!" Black shouted.

The clone troopers started filing into the building. They ran down the stairs as fast as they could, knowing full well the building could collapse at any time. Even with their retreat, the clone troopers could still hear the droids firing on the battered structure.

"We're not gonna make it!" Coal shouted as he jumped down four steps at once.

"Always looking on the bright side of the Force, eh, Coal?" Shade said.

Sergeant Shock was the first to exit the building. They were lucky to find a doorway to the side of the building opposite OOM-9's group, yet Shock still found himself in front of a squad of six B1 battle droids.

Shock let out a yell of frustration and panic as he tossed a thermal detonation right into the squad of droids as they rose up their blaster rifles.

All six B1s with caught in the detonation. "Set 'em up and knock 'em down."

Three D-60 assault droids came rushing at them. The clones took cover where they could, but there wasn't much available. Private Coal rolled an EMP grenade at them. A second later and the armored droids lit up in blue sparks and fell to the ground.

A swarm of Geonosian warriors suddenly clogged the sky.

"Flying bugs!"

"Where'd they all come from?"

Poorly aimed sonic blasts rained down on the clones. The Geonosians had suddenly found themselves more concerned with staying alive than with trying to kill the clones down below them.

Luckily for the Geonosians, they had some assistance. A clone trooper fell, but not to sonic blaster fire. Commander Black recognized the sound of that specific kind of blaster… all of the troopers of the 189th did. Black looked to see where the bolts had come from, and found a chameleon droid clinging to the side of the wall of a nearby building.

"Get my back!" Black yelled to Coal and Night as he ran out into the middle of the street.

"You got it, Commander." Night and Coal were quick to react to the abrupt command.

Black fired up his rotary cannon again, blasting the chameleon droid on the wall. The droid fell to the street in a thump.

Taking too many losses too quickly, the Geonosians were starting to panic.

"Look! They're starting to bug out!" Coal pointed. "Get it? Bug out?"

"We get it, Coal," Shock sighed.

A trio of droidekas rolled up the street as the last of the Geonosians fled.

"Shade, take out those destroyer droids!" Black ordered.

Shade lined up his PLX rocket launcher and hit the centermost droid as it was rolling forward. The shockwave caught the two droidekas on its sides. "One shot, one kill."

"Yeah! Now you got it!"

"All troops, form up," Black said. It was hard to tell how many soldiers he had left at the moment. Getting everyone together would allow him to do a quick headcount.

A T4 turret droid started down the street, moving as fast as his four legs would allow.

"Oh, I think the clankers are really getting pissed off," Captain Night shook his head in tired frustration. No matter how many enemies they defeated, the droid army always had more troops to throw at them.

The clones with DC-15A rifles used their ascension cables to climb up another row of buildings. The clones without ascension cables grabbed onto their brothers that did.

"Up we go." The clones quickly ascended to the rooftops.

"Break off," Black ordered. They needed to make themselves scarce at the moment. They had been drawing a lot of attention.

"Copy that."


OOM-9 had not seen all of Black's exploits with his own sensors, but he didn't need to. The network had told him all he needed to know. It wasn't just the one group of clones OOM-9's battle group had encountered that had been a problem. There were clones in custom black markings causing trouble all over the city. OOM-9 figured out the clones' attack pattern. The clones started off attacking in moderately sized groups, but they had started to break up and keep to small, mobile groups of four or five soldiers. Clone jet troopers operated independently or in pairs. They constantly made short attacks and quickly retreated to cover. The clones had fewer overall soldiers but their actively loose policy regarding squad formations and numbers allowed them to catch the larger CIS squads in deadly crossfires. The Confederacy's inexperienced organic soldiers often panicked while the battle droids were simply mowed down.

Despite attacking from multiple directions, the clones kept friendly fire to a minimum. It was uncanny how effective they were. The way multiple soldiers could move as one unit, OOM-9 had to admit they were very droid-like in their efficiency.

But despite all the difficulties the droid army faced, they still needed to obtain the Sith holocron…


Plo Koon and the special ops clone troopers had acquired the Sith holocron. Their problem now was being extracted. The Nu-class attack shuttle sent to pick them up had been shot down by Scarab starfighters. An Eta-class shuttle was sent, and was likely wise shot down. The Onyx Rancor even sent out a pristine, new Theta-class T-2c shuttle, yet it was also blasted out of the sky before it could pick up the Jedi general.

Plo Koon had given up on air transport for the time being, and took the holocron with him as he approached the battle. Plo wished he could have parted from the device sooner; it made him uneasy. The Sith holocron was a small pyramid-shaped device that could easily be held in one hand, yet the Kel Dor did not hold it. He felt disgusted just touching it, so he opted to levitate it above his hand. The holocron slowly rotated as it hung in the air, giving Plo the view of each face. The ancient hieroglyphs etched into its sides had become worn down with age to the point where they were unreadable.

The droids were, of course, aware of the holocron's location and General Plo Koon's movements. The droids that were defeated defending the holocron had updated the network, as did the occasional hunter-seeker droid that passed by overhead. It was easy for Commander EEK-176's battle group to intercept Plo Koon and his special ops troopers.

A pair of MAF gunships flew in low and Commander CDC-76 and several BX droid commandos dropped out of the gunships' back hatches. As the droid commandos and special ops clone troopers started to fight, Plo noticed a single NR-N99 tank droid barreling down the street, heading straight for him. Several B1 battle droids were riding on the tank droid's tread covers.

Instead of reaching for the lightsaber at his belt, Plo Koon lifted up his left hand and pointed it at the tank. Sparks of yellow energy suddenly erupted from his hand—a technique known as Electric Judgment.

"What the—" EEK-176 was surprised. The beam of yellow energy cut through the tank droid's two sensors. It was clear to the droid commander that the Jedi meant to blind the NR-N99 tank droid, but even without his sensors, the large droid could still be guided by the network. EEK-176 and the other droids would have to act as the tank droids eyes now.

The tank droid slowed to a halt, but still fired his weapons. EEK-176 his squad of B1s left the tread covers and joined the fight in the street.

EEK-176's trio of gatling guns roared to life, but the clones did something he did not expect—they fled. Most clones tried to fight him… and died. But the special ops clones ran into buildings or into side alleys to avoid death. EEK-176 then turned his gatling guns towards Plo Koon, forcing the Jedi to draw his lightsaber.

In the process of wielding his blue blade and avoiding so many blaster bolts, Plo Koon lost control of the holocron and it tumbled across the city street.

Commander CDC-76 grabbed the holocron and started to run back towards EEK-176. Plo Koon tried to yank the holocron away. CDC-76's mechanical grip refused to falter, and Plo was surprised to find himself dragging the droid commando towards him.

CDC-76 fired his commando E-5 wildly at the Jedi Master. Plo Koon let loose his Electric Judgment again, disabling the stubborn droid commando. But between EEK-176's trio of gatling guns, the squad of B1s, the tank droid, and the other droid commandos; Plo Koon was forced to back off and flee before the holocron was back in his hands.

One of the B1s ran over scooped up the holocron, and returned to the tank droid. EEK-176 and the rest of the B1 squad returned to the tops of the tread covers and the tank droid started in reverse as the BX droid commandos pressed on, determined to hunt down the special ops clones and the Kel Dor Jedi.


The soldiers of the Confederacy and the Republic killed and were killed not for the freedom or imprisonment of the people of Ziost, but for an object that could be held in one's hand. Fighting for or against the peoples of Ziost was just the official version of events the public heard. The truth was the war was much more spiteful than the general public could ever have believed. It was not even known if the Sith holocron held any valuable information yet the clones and droids killed each other over it anyway. If one were to strip away the holocron and people of Ziost from the equation, the Separatist battle droids and Republic clone troopers would kill each other over nothing more than simple hatred of the other faction. That is what it all came down to… hate.

And the Separatist battle droids hated the Republic's clone troopers now more than ever. The clones continued to inflict heavy casualties while taking few of their own. That needed to change.

The hate the CIS and Republic had for each other was as evident in the sky as it was on the ground. Scarabs and Torrent fighters chased each other around. MAFs and LAAT gunships fired rockets and beam weapons at one another. E-STAP starbombers and gunship bombers were trying to shoot down each other rather than focusing on bombing ground targets. Republic aircraft laced with black markings were substantially better than their allies did. The skill of the Separatist flyers was more even—there was no clear differentiation in ability between craft painted in the old Trade Federation brown and the newer Confederate blue and gray.

Even a security battle droid like SSA-719 could fly a Scarab starfighter with security and precision. Try as he might, SSA-719 was never as good as KJZ-8267 when it came to flying starfighters. And that was never more evident than it was now. A Torrent fighter with black markings had locked onto SSA-719's Scarab, unleashing a stream of blue blasters. The brown Scarab was hit badly. The craft started to spout smoke, and then started to lose altitude. Satisfied that the target was dealt with, the Torrent broke away to find new prey.

SSA-719 was going down, there was nothing he could do about that. But he wasn't planning on being taken out of the battle. The network provided the security battle droid with what he was looking for—a nearby ally.

Through the network, SSA-719 contacted KJZ-8267 and the pilot droid swung his blue and gray Scarab towards the security droid's dying aircraft.

SSA-719 pressed a button and the cockpit opened up. SSA-719 grabbed his E-5 rifle and got out of his seat, standing on the falling fighter for a moment. The security droid was looking, waiting for the right moment…

The droid captain jumped, falling through the sky. He landed feet-first on KJZ-8267's Scarab starfighter. SSA-719 magnetized to the hull of the gray and blue Scarab, riding it like a surfboard.

KJZ-8267 banked his starfighter to port, heading towards a hotspot in the city. Even though his E-5 wasn't going to be shooting down any starfighters, SSA-719 fired upon passing enemy aircraft anyway.

The Scarab slowed as it reached its destination—OOM-9's battle group. SSA-719 fired upon the clone troopers below as the Scarab's cannons came alive.

The odd sight attracted the attention of Captain Night, who was hiding on a nearby rooftop. The clone took aim with his DC-15x sniper rifle and blasted the droid in the chest with a single well-placed shot.

The blast knocked SSA-719 right off the Scarab, and he tumbled down to the city below. He eventually hit the side of a slanted rooftop and slid down until he crashed into the street below.

SSA-719 looked up and found himself on the Confederate-held side of the street. That was something, at least. General OOM-9 was easy to spot, what with his scorpion walker attachment and all. Through the network, SSA-719 realized he was right near 3B3-888.

"Had fun flying around all day?" The B1 droid asked as he fired his E-8 heavy projectile launcher.

"Up until the point I got blasted out of the sky." SSA-719 tested out his E-5, and found that it still functioned despite his terrible fall. His body was still working as well, though he felt he could use a readjustment on all of his joints.

"They're on the left!" A black and gray B1 battle droid called out.

"They're on the right!" A human soldier yelled.

"They're everywhere. Just blast 'em!" A green island camouflage battle droid said.

"I have one last trick." 3B3-888 removed the thermal detonator magnetically attached to his torso. He tossed the grenade at the cluster of clone troopers. The Republic soldiers tried to dive out of the way but were enveloped in the blast anyway.

"That wasn't a trick so much it was just a standard V-1 thermal detonator," SSA-719 said.

"Hey, it worked, didn't it?"


Meanwhile, in the crypts, Commander Zako and his squads were having an easy time of it. They faced almost no clone opposition; most of their enemies were either R-1 recon droids or prowler 1000 seeker droids. Either of the two floating reconnaissance droids were easily destroyed in a single shot.

The troops in the crypts split up into smaller squads. They had starting heading towards different access points to the city's surface. And when everyone was in position, they were all going to rise up to the surface and give the clones a nasty surprise.

That had been the original plan. But in battle, well thought out plans could hit snags. Things could get messy really fast in a fight, and one had to be able to adapt. The clones proved they could adapt to changing situations. As soon as the clone leadership was notified that their recon droids patrolling the underground stopped reporting in, they guessed what was going on—and sent squads of clones down to deal with the Separatists slinking around underground. The Confederate soldiers had already split up into smaller groups and were caught off-guard. The underground fighting got ugly quickly. As soon as the network informed the officers of what was going on, the order was given to spring the trap early. All troops were ordered to surface as quickly as they could, there was no point in moving underground anymore.

A particularly nasty firefight had caused a cave-in resulting in Commander Zako being separated from his squad. Zako was stuck on his own to reach the surface. After some time wandering around in the vast darkness alone, Zako realized the irony that there was such a brutal battle going on, yet he found himself alone and in a rather peaceful setting.

But that quickly changed as Zako heard clones in the distance. Their helmeted voices echoing down the crypts' ancient hallways.

A moment later and a clone was approaching Zako's position. The clone trooper hadn't seen the CIS officer yet. As quietly as he could, Zako shoved himself up against the wall, hoping the clone wouldn't notice the movement. As Zako leaned against the wall, something suddenly crawled onto his armored shoulder. He didn't turn his head to see what it was, but he was fairly certain he saw multiple legs.

Ignoring the hanger-on, he peeked his helmeted head around the pillar he was hiding behind. The clone trooper had jerked his head in another direction, attracted by the noise nearby battle droids were making. Zako was delighted to know allies were nearby, but he knew now was his best chance if he wanted to survive. He couldn't wait for his friends to come to him. He flipped from cover and shot the clone in the chest before he could react. Not an admirable way to kill an opponent, but Zako was never one who cared about honor. He was more concerned with surviving the fight and killing his opponent rather than adhere to some abstract code of ethics.

With the clone dead, Zako looked to his shoulder to see that it was a Ziost scorpion that had crawled onto him. It was a large, mean-looking arthropod with black chitinous armor, two large claws and multiple green eyes.

"Freeze!"

Zako turned around to see that a clone trooper had somehow gotten behind him!

"What part of 'freeze' do you not understand? Are Separatist humans as dumb as their droids?"

"Shoulder scorpion!" Zako grabbed the scorpion off his shoulder and tossed it at the clone in one fluid motion.

"Ack!" The clone stumbled back. The scorpion had landed on the front of his upper chest armor and had grabbed at the clone's neck with its claws.

With his opponent distracted and no longer pointing a blaster at him, Zako bashed him upside the head with the side of his E-5 blaster rifle. When the clone was writhing on the ground, Zako kicked him once in the head. He noticed the scorpion scurry away right before he pulled his ZK-II war-axe and split the clone's head open.

"Hey, little guy. You saved me." Zako crouched down and put his right hand palm up on the ground. The scorpion skittered on the open hand and Zako stood back up. "Wanna tag along with me? Maybe kill some more clones?"

The scorpion made a small chittering squeak that Zako couldn't help but find adorable. Then the scorpion crawled into a small crevasse and disappeared.

"I'll take that as a no. Can't say I blame you." Zako thought he had almost found himself a little pet. Oh well, perhaps next time.


EEK-176's damaged tank droid pulled up next to an ancient Sith temple. Many of the surrounding buildings near the temple had long ago fell to time, allowing a large number of Confederate troops and vehicles to gather in the area. A tri-droid, homing spider droid, and three ground armored tanks were present, so the clone army was in for a fight if they chose to attack the Separatist staging area.

General OOM-9 and many of the others were awaiting EEK-176's (and the holocron's) arrival.

Commander EEK-176 and his squad of B1 battle droids left the treaded droid tank.

"Holocron acquired." The B1 holding the old relic announced.

3B3-888 turned to OOM-9. "Perhaps we should pull back now that we have the holocron."

"And why would we do that?" The added height from the scorpion legs forced OOM-9 to look down at the sergeant.

"To avoid any more allied organic deaths. We could regroup and attack again with an all-droid force to prevent any further permanent casualties."

"No, a retreat would put us at an even bigger disadvantage."

"Very well, General." 3B3-888 gave up the argument quickly.

"That is quite an odd battle plan, coming from you, Sergeant," OOM-9 said.

"We're having a hard enough time getting quality organic soldiers. If they all die, we'll just end up getting a whole new batch of inexperienced soldiers and we will have to start the process all over again. I would rather avoid the additional trouble."

It was good to hear 3B3-888 was starting to think farther ahead. All too often the B1 sergeant was more concerned with more immediate matters. He may have been a more general combat model, but he had received the same upgrades OOM-9 and the others had. It was good that he decided to make use of them every once in a while.

But now, events forced them to focus solely on the present. There was a massive explosion from a nearby rooftop. The droids looked to see what was going on.

"That wasn't an artillery blast," SSA-719 said. "That was a burst of Force energy."

Sure enough, Asajj Ventress and the Verpine Jedi cut through the smoke a second later.

"They're still fighting?" 3B3-888 thought Ventress would have won by now.

A split second later and the Separatist forces amassed near the Sith Temple were under attack. The 189th Legion had come to reclaim the stolen holocron. LAAT/c gunships dropped AT-TEs into the area as AT-RTs and infantry flooded in from nearby streets. The homing spider droid and tri-droid managed to destroy a few AT-TEs, while the Republic walkers easily picked off EEK-176's damaged tank droid. The three GATs broke their formation and chased after individual AT-RTs.

Rather than focus on the clones that started to flood the area, SSA-719 went after the Verpine Jedi. They needed Ventress' help, and she would be no use to the droid army so long as she was preoccupied with the Verpine.

Ventress and the Verpine were locked in deadly combat for survival. Both threw everything they had into their lightsaber swings. They were evenly matched. Neither was trying to trap the other into a setup, to force a mistake, they were both too concerned with simply staying alive at this point. SSA-719 knew to use this to his advantage. His E-5 sent a barrage of blaster bolts in the Verpine's direction. Three shots made contact and the Jedi fell over dead. It had all been so simple, so easy, at least for SSA-719. Asajj Ventress glared at the security droid for a sliver of a second before charging after a squad of clone troopers.

Just as the homing spider droid had been defeated by an AT-TE, LAAT/i gunships flew in and started dropping clone troopers right into the middle of the Confederate forces. It was a bold move, but it paid off. The Separatists were being hit from nearly every direction, and now had to deal with squads brazenly deposited right in their own ranks. And to make matters worse, Plo Koon and Commander Black had caught up and joined the battle.

A Maxillipede shuttle flew in to pick up the holocron, but was shot down by a trio of passing Torrent fighters. Seeing the shuttle go down, Plo Koon guided it with the Force, sending it crashing into the tri-droid. The brutal impact of the armored shuttle retired the large droid walker.

Amidst the chaos of the battle, Captain Night was able to pick out the B1 battle droid holding the holocron and prompted blasted the droid with his sniper rifle. As the holocron clattered to the ground, a clone trooper ran up and grabbed it.

Seeing the failure of the droids, Ventress made a made dash for the holocron, but was cut short and forced to deal with Plo Koon.

Commander Black noticed the battle droid with the odd, metal bug legs protruding from his back. This clearly had to be the droids' leader. Black opened up on OOM-9 with his Z-6 once again, this time managing to hit the droid general several times.

OOM-9 finally skittered out of the way and fired back with the laser cannons embedded in his attachment's claw arms. There was only one problem, the right claw was no longer responding to commands. It had been too damaged. OOM-9 decided to just eject from the scorpion walker chassis. The command battle droid landed on his feet as the legs, clawed arms and tail clattered to the ground.

Blaster fire from 8EX and 5TE had forced Black to abandon his attack on OOM-9.

OOM-9 had become quite fed up. He called in his elite to end the matter once and for all. A lone Sheathipede transport shuttle came in over the massive firefight, and several HouseKarl and Z1 special ops battle droids spilled out onto the ground.

"Get that holocron!" OOM-9 pointed in the direction of the target.

The squad of mixed elite units took off in a mad rush. A HouseKarl with a ZK-III battle-axe lead the way, easily cutting down any clones that stood in the droids' path.

The clone with the holocron was cut off by other droids. Nearby clones formed a defensive perimeter to try and protect him. If the droids were going to get the holocron back, now was the time.

"HouseKarls! Z1s! Get that holocron!" OOM-9 exchanged fire with a pair of clones that prevented him from joining in on the dash for the device. "GET THAT HOLOCRON!"

OOM-9 was not going to return to Dooku empty-handed. He was not going to tell the Count that he failed in his simple assignment.

The Z1s and HouseKarls killed the clones that stood in their way. A HouseKarl killed two clones at the same time with a flechette E-5 shotgun prompting the exact same death scream at the exact same time. A Z1 with an electrowhip used his weapon to kill three clones in a single slash.

The holocron once again found itself on the ground. But before the HouseKarls or the Z1s could reach it, more clone troopers rushing towards the holocron's location assaulted them. Many of the elite droids started to fall to clone blaster fire.

Several Separatist soldiers from the crypts had come up into the heated battle, serving to replenish some of the droids' numbers. Commander Zako was among those that joined in on the fighting. But Zako didn't blinding charge into the fighting; he waited. He took a few shots at clone troopers when he could, but he watched and waited. The holocron was priority. And Zako watched as a clone with black markings picked up the holocron and started to run with it.

Sergeant Shock held the holocron. He had sorely wished someone else had gotten hold of it, since anyone who touched the thing was soon shot. And now it looked to be his turn. His only hope was to flee the battle on foot as fast as possible, it was suicide to try and wait for an airlift out.

Zako hid behind a pillar, waiting as Shock began to approach. As the clone sergeant ran by Zako clocked him across the head. Shock dropped the holocron and Zako picked it up but before the CIS officer could run off with it, Shock grabbed him by the ankle, causing him to fall face first to the floor. Shock moved to get the holocron back but Zako grabbed him by the ankle, causing the clone to fall the exact same way the Separatist soldier had. Zako pulled and activated his war-axe, but Shock rolled off his back and smashed him in the head before he could bring the violet-tipped blade down on the clone.

Shock bolted up and managed to grab the holocron again. Zako started wildly firing his blaster but turned and ran when Private Coal started shooting in the commander's direction. In place of the single human, an entire squad of D-60 assault droids rushed towards their location. Shock gave up and tossed the holocron in the direction of a squad of his brothers.

The newer Confederate organics were clearly outmatched. Everything came down to the precision of the droids and the clones—for the droids and clones entire purpose was to fight. They were killing machines, one group made of metal, the other of flesh. The droids and clones had more in common than they cared to admit. They were both treated as expendable property. If they didn't hate each other so much, one might think they would join forces and strike down their overlords together. But that was not going to happen, the battle droids and clone troopers had to much hate for one another—and they were more than happy to demonstrate it by trying to kill the other.


Even without Dr. Destroyer possessing bridge crews and sending enemy ships crashing into one another, the battle in space was still going quite well for the 8th Fleet. Captain Melissa Sledge sat in the command chair of the Karajor's bridge, a large portion of the battle available for her viewing pleasure right through the windows.

Better enjoy it while I can, Sledge mused, Destroyer has all but made space battles obsolete. I doubt there'll be many more times when he won't be cheating our way to victory.

Sledge inwardly sighed. Two pieces of her being were at war with one another. She disliked danger, and putting herself at risk. Dr. Destroyer's Force powers certainly minimized risk when he could destroy capital ships in mere moments. But on the other hand, that would make life very boring. If space battles were going to be a thing of the past for the 8th Fleet, Sledge might as well captain a trade vessel instead of a military ship. And if she openly complained she could only imagine that all of her friends would tell her to join them down on the ground battles. It was fine participating in ground battles every once in a while, but it was not ultimately something Sledge wanted to stomach on a daily basis. There was simply too much danger and risk involved that she'd end up dead. She didn't know how Zako and Katen did it. The droids were having to be put back together after battles all the time, yet Zako and Katen always made it through. Though even they weren't invincible, Zako had lost his eye and Katen was losing her nerve. Sledge hadn't lost a thing, and she realized she'd probably outlast the other two the way things were going. The ground battles were getting more dangerous while fighting in space was becoming safer.

"All forward batteries concentrate fire on the enemy ship marked A3. And signal the Rusty Dagger and Zaxon to assist the Vicegrip with enemy A5," Sledge ordered.

"Roger roger."

Sledge watched as tiny fires started to break out at the Venator the Karajor was focusing its firepower on.

"Captain Sledge, incoming call from Captain Vex."

Melissa Sledge sighed. She had a feeling that whatever Vex wanted, it was not worth her time. "Put it through."

"Hey, Sledge, what are you doing?"

"My job."

"Are you not getting the battle feed from Ziost?"

"I am aware of the situation, Vex."

"Then why aren't you going down there? They're having trouble and need help."

"More reinforcements have already been deployed."

"Why aren't you going?"

"Are you insane, Vex? I am just one woman."

"I want to fight. Why don't you?"

"Because I won't make a difference!" Sledge couldn't help but think Vex was a few sandwiches shy of a picnic. One would have to be crazy to want to go down and join in on the fighting taking place on Ziost's surface.

"Why don't you go?" Sledge countered. "Are you fit to fight? How did the operation go?"

"I still only have one arm. The medical droids botched the surgery. Now I have to go through it all over again."

"Then there's nothing you can do. You'll have to trust that they can get through the battle alive." Sledge cut the transmission before Vex could get in another word. She was not in the mood to argue with Vex, not while she was in a battle herself. Things may have been going well, but the space around Ziost was not free of Republic cruisers just yet.


Exploding vehicles and artillery shells created an unholy cacophony that seemed to cut a tear into the very fabric of the universe itself. The hatred the two opposing factions had for each other was a poison that would infect the wound, and would eventually spread from the soldiers to all corners of the galaxy. It was as if the fates had abandoned the inhabitants of the galaxy to despair, desolation and doom. There was no going back; the galaxy would never be the same again, not unless the hate between the droid armies and the clone armies could be extinguished and that wasn't going to happen until one of them was destroyed. Each side was doing its damnest to ensure that the other army would be the one swallowed up by the maw of oblivion.

OOM-9 could swear that he almost heard a chorus providing a dramatic soundtrack as a backdrop to all the fighting, especially when a giant dwarf spider droid joined in on the firefight for the holocron. Despite everything the Separatists threw at the Republic, the holocron continued to change hands between clones and droids.

OOM-9, 3B3-888, SSA-719, 8EX, and 5TE started to back away. They started to coalesce around the giant dwarf spider droid, trying to lull the clones into the sense that the CIS was pulling back for a larger attack.

And that is precisely what the clones thought. "They're trying to regroup! Stop them!" Commander Black shouted over the roar of his rotary cannon. "Stop them now! We need that giant spider's flanks exposed!"

Clones rushed on, intend on decimating the retreating Separatists.

But soon the 189th troopers were falling to violet cannon bolts.

"What the fuck?" Commander Black turned to see three dwarf spider droids closing in.

Personal experience had taught Black that dwarf spider droids were tough, but they were not particularly stealthy (unless they were being used as long-range sharpshooters). But Commander Black didn't know how these spider droids managed to get so close without him noticing. They did not look like normal spider droids, their photoreceptors were black instead of red and the color of their cannon blaster bolts were different. Black guessed they must have been some rare stealth models he had never heard about. There was no other explanation. He was still paying attention to his surroundings; they should have never been able to get so close without him noticing.

The clone commander swung his Z-6 around and started filling the centermost spider droid with blue bolts, only to find the rotary weapon didn't affect the droid's armor in the slightest.

There was no time to call in for anti-armor backup. Black slapped a time bomb on his Z-6 and slid it over to the spider droids. A foggy orange explosion erupted in front of the droids.

When the smoke cleared, it was revealed that only one of the Z1 special ops dwarf spider droids was damaged. The other two were just fine and still plodding forward.

"Fuck!" Black drew his DC-17 hand blaster, but rather than uselessly fire the pistol at the spider droids, he turned and ran.

"ZSD-3's in trouble!" Commander Zako popped out from his latest hiding place and ran for the injured spider droid. Zako used his body to prop up ZSD-3 so the spider droid could continue to fire on the enemy.

Zako was starting to regret his heroic actions. The special ops droid weighed far too much. Combined with the recoil from when ZSD-3 fired his cannon, and Zako was sure his spine would snap at any second.

"I could use some help here!"

A Z1 battle droid rushed over and took Zako's position. The droid was strong enough that he could help the spider droid walk forward. Freed from his role as a makeshift crutch, Zako looked to see where the clone had run off.

The battle was proceeding unacceptably. OOM-9 still had a variety of tricks he had yet to put into play, and it was time to make use of some of them.

OOM-9 called up Dr. Destroyer over the comm."Doctor, we need your Battle Interference."

"General, a Force-sensitive of Ventress' skill will surely detect me if I use the technique. The same goes for the Jedi, Plo Koon."

"I don't care, Doctor! We're in trouble down here! Use it now!"

"Very well."

But Destroyer's Battle Interference wasn't the only strategy set into motion. The battle had gone on long enough. It was time for the Confederacy of Independent Systems to play its ultimate trump card—superior numbers. The core ships of the Scrapyard, Magna Musai, Glaciarium, Saak'ak, Profit, Blue Garage, Dormant Scorpion, and the Hexus were all descending down through the atmosphere. OOM-9 was going to flood the entire battlefield with droids, winning the battle through sheer numbers. It was a bad sign that OOM-9 had to resort to such extreme brute force tactics, but he wasn't going to lose the holocron… or the fight.


With three gatling guns spitting blaster bolts all at once, EEK-176 attracted a lot of attention. Luckily, he had been able to kill any clone that opposed him. The command droid had been slowly approaching the Sith holocron, which once again was merely lying on the ground, waiting for some poor fool to pick it up again.

Still firing at clone troopers, EEK-176 reached the holocron, but he didn't have a free hand to pick it up. EEK-176 instead used his foot to kick the holocron backward, towards other battle droids.

Captain Night had moved into position in a building, and took aim out the window. He took aim and shot EEK-176 in the chest. But to Night's surprise, the command droid was merely stunned for a moment.

"Bastard must have upgraded armor," Night muttered to himself. This time he took aim at the droid's right arm. Night calmly depressed his rifle's trigger and a blue bolt shot out, severing the droid's arm at the elbow and depriving him of one of his gatling guns. Night took aim again and did the same thing to EEK-176's left arm.

Even though EEK-176 had lost both his arms, he was still a great threat. His ZPR gatling gun is fired from over his shoulder.

Commander Black saw observed the command droid from up in a terrace. He had the high ground, but rather than finish the droid off, he paused for a moment, observing. The large gatling gun over the droid's shoulder was not a weapon Black had ever seen the droids use before. And the scorpion droids he had encountered were also new. Someone was supplying this particular droid army with deadly weapons and droids, and Commander Black was curious as to why. But his curiosity would have to wait, now was the time for shooting.

"You droids should really learn when to quit!" Commander Black yelled and took aim with his hand blaster. The clone commander hit the ZPR gatling gun several times, but the weapon refused to falter.

"Damn," Black cursed in his helmet. But the clone commander had done more damage than he realized.

Plumes of black smoke started to erupt from the ZPR gatling gun. Still, EEK-176 kept it firing in the general direction of the clones—it was all he could do. The weapon now no longer responded to any of his commands. The damaged weapon was starting to overheat, and wouldn't respond to EEK-176's shutoff signal. And lacking any arms, EEK-176 could not manually remove the gatling gun from his person.

EEK-176 sent off a distress transmission in the network, alerting his allies to his problem. Someone was going to have to remove the weapon for him before it overloaded and blew up.

"Hang on! I'm coming!" Zako activated his war-axe and rushed towards EEK-176. He was going to cut off the malfunctioning weapon off if that's what it would take.

"Not you, Zako!" EEK-176 yelled through the network. This was not the helper he wanted. "If you get caught in the explosion you could die!"

"I'm the closest one there is!" Zako responded. EEK-176 cursed the bio-linked cyborg's connection to the network. Zako was going to get himself killed.

"Hang on! I'm almost there!" Zako was yelling the words this time.

Just as Zako was about to reach EEK-176, the gatling gun hit critical overload and exploded. A bright fireball consumed EEK-176, and a split-second later consumed Zako as well. Zako was knocked back and skipped across the ground until he finally came to a stop.

Karl Zako simply laid on the ground for a moment, the sounds of blaster fire and explosions filling his ears. He felt like he was dead. His joints were all sore and he felt like he had been cooked inside his own armor—except for one area. The upper left side of his face felt cold. Zako slowly raised his head off the ground and found that he could only see out of his left eye. The upper-left portion of his helmet had been destroyed. Thick, black oil obscured the helmet's right eyepiece, preventing him from being able to see out of it. Zako guessed it was EEK-176's droid blood. And thinking of EEK-176… Zako couldn't feel the command droid in the network any longer. Considering what Zako had just seen, that could only mean one of two things—EEK-176 had either gone offline or had been completely vaporized in the explosion. He couldn't tell with all the smoke in the way—couldn't see his friend's body—couldn't tell if EEK-176 had been wiped from the face of the universe once and for all. But he couldn't wait, he had to deal with the clone up in the terrace that shot him, or he would soon face the same fate.

Zako got up to his feet, noticing a trail of red blood connecting his position to where EEK-176 had exploded. The cyborg commander hadn't even noticed the other small holes that riddled his battered armor, holes that were leaking crimson liquid. Zako didn't care; he had a clone to kill. He pulled the E-5 still clipped to his belt.

Commander Black got a look at the armored Separatist. The left half of his helmet had been blown off—revealing a cybernetic eye. The glowing purple eye sticking out of the odd-shaped helmet made the Separatist soldier look like some demon from a child's nightmare. Whatever was in there was once human (or a least Black assumed so, he doubted it was Echani) but it was a mechanical abomination now. The half-dead soldier started to approach.

"So, you're a clanker yourself, eh? Explains why you're so easy to defeat."

"You're going to pay for that… with your life," Zako wheezed from his broken helmet.

"I don't think so, Clanker." Black aimed his pistol but the Separatist took off in a dash, firing off his blaster up at Black as he ran for the stairwell leading up to the terrace.

Black had no idea how the soldier could move after sustaining such injuries. Rather than stick around, he fled into the building.

Zako chased after him, sending an angry blaster bolt his direction every once in a while.

Black managed to get through the whole building and out into the street on the opposite side, but Zako was closing in fast.

The clone commander laughed he ran for the next building across the street.

Commander Zako bolted out of the building and ran into the street—only to find himself right in front of an AT-XT with black stripes.

The bipedal walker turned its armored head and looked down at the lone Separatist soldier. Zako froze; there was nothing he could do. He couldn't believe how stupid he had been. He had been blinded by anger and hate, so narrow-minded in chasing down a single clone, and he had run out right in front of a Republic walker. And now he was a dead man. Karl Zako had always thought he was die at the hands of some overly talented Jedi, or in a last stand against an unending army of clone troopers. But no, Zako was going to die because he ran right into a walker like an idiot. Zako had failed, he had failed EEK-176, he had failed his friends, he had failed the Confederacy, and he had failed himself.

Zako tried to peer through the walker's windows, to get a look at the pilot, but the windows were tinted too heavily. It didn't really matter; it was no doubt some generic clone pilot at the controls of the AT-XT.

If Karl Zako was going to die, he was going to die fighting, no matter how hopeless the situation was. He rose up his E-5 to fire at the walker, only for it to disappear right as he was about to pull the trigger.

There was a massive crash that made Zako's eardrums want to pop. Zako looked to see that the AT-XT was now a flaming wreck halfway down the street. And Zako noticed the contents of the wreck also included what was left of a blue and gray Scarab starfighter.

Zako wirelessly connected to the network and was flooded with information. It was KJZ-8267—his Scarab had been badly damaged and he chose to crash right into the AT-XT walker on purpose. It was the fastest and only way to prevent Zako from being blasted to pieces.

Commander Zako ran for the wreck. The starfighter's cockpit was still intact, that was a good sign. When Zako tried to open it the superheated metal was too much. Zako stumbled away in pain. "Ouch! Dammit! NO!"

Then the cockpit opened up on its own. KJZ-8267 climbed out of the wreck, an E-5 blaster rifle in his hands. "Stop being so impatient, Karl. I can free myself from my own starfighter crash, you know."

A new noise caught their attention and they turned to see the walker's cockpit open up to reveal the clone pilot inside. Instead of sporting the yellow markings that identified typical clone pilots, the clone sported black markings. It was becoming clear that a certain group of clones really liked that color. The clone pulled his pistol and the Separatists fired their blaster rifles. Zako and the clone pilot missed, KJZ-8267 did not.


That was it; they had lost Blue Leader. Ashley Katen couldn't believe that SSA-719 and KJZ-8267 were both down, and she was the one still in the air. Though Katen was hardly alone. There were still plenty of Mankvim interceptors, Scarabs, E-STAPs and MAFs still in the sky. But there was also still plenty of Republic fighters and gunships still buzzing around causing trouble. What was worse was that the CIS had made no progress in damaging the Venator that continued to linger over the city.

And that very Venator sent a barrage of laser fire towards half of Silver Squadron. The Mankvim interceptors were easily able to maneuver between the blue laser light show. But now a new group of fighters was approaching them.

A constant stream of green laser fire flashed in front of Katen's eyes. Their enemies this time were gunship fighters. The Republic's first attempt at a mainline general-purpose starfighter had been an abysmal failure, yet the black gunship fighters were actually a threat—anything that came from that single Venator over the city seem to be three times more dangerous than it should have been. Katen's craft was hit. It felt like the entire universe had been turned upside down, and not just because Katen kept trying to roll out of the line of fire. Her fighter was hit again, this time warning alarms filled her cockpit.

Katen's interceptor couldn't withstand the damage any longer. The smoking Mankvim lost altitude and Katen grappled with the controls, trying her best to crash into a street rather than a building. She succeeded in her attempt. But not everything had gone perfectly, there were plenty of clone troopers nearby.

She wished her fighter had crushed the clones in the crash landing, but no, instead they were a safe enough distance away but close enough that they might notice she was still alive.

Katen wrestled with controls, but to no avail. Her fighter wasn't going anywhere. She even tried firing the cannons at the small squad of clone troopers ahead, but even the interceptor's weapons systems no longer worked.

"The pilot's still alive," one of the clones pointed.

Katen's eyes widened in a mixture of terror and shock as she looked at the squad of clones advancing on her wrecked fighter. Her mind started to race. How can this be? They're just clones. CLONES! This is just like Aargonar… but without Mace Windu! It's just the clones kicking our ass this time. How did this happen? How did they get so good? This is impossible! This can't be happening! It can't!

Ashley Katen didn't want to die, but that's what she saw as the clone troopers approached… her death. If she left her fighter and tried to fight them, she'd be killed for sure. There were too many clones, she might get one or two, but they'd kill her for sure. Katen wasn't even wearing her armor, just her officer's uniform. She didn't think she'd end up having to fight on the ground for this battle. But it didn't matter… not even her armor could save her from this situation. Nothing could save her; her fate was sealed… by nothing but a handful of clones. No amount of equipment, effort or fighting spirit could pull her through the situation intact. She was stuck, trapped, doomed… and she froze. Just watching the clones close in. It was as if the invisible cosmic forces of the universe had grown tired of her, and had decided to cut her story short.

Then, without warning—one of the clones let out a death cry and fell to the ground. The clones turned away from Katen's fighter and began firing on a new enemy. Katen followed the paths of their blasters' barrels and found—DSD-08! She'd recognize that dwarf spider droid anywhere!

The dwarf spider droid's blaster cannon was firing as fast as it could while he charged at the clones. Katen had never seen as dwarf spider droid move so fast.

The clones fled from the fighter and rushed for cover amid nearby rubble.

DSD-08 started to slow as he neared the fighter, but his blaster cannon continued to fire as fast as he could. A blue rocket hit the spider droid right above the left photoreceptor. One of the clones had a rocket launcher!

DSD-08's armor showed almost no signs that he had been hit at all, and he continued to fire on the clones. Another rocket struck him again, in the exact same location. This time there was a clear dent above his left photoreceptor. A short moment passed and a third rocket hit the same location again. Now there was a gaping hole in DSD-08's head.

Black oil started to ooze down the front of the dwarf spider droid's face, but he still kept firing. A fourth rocket hit the gaping hole in DSD-08's head.

DSD-08's bright large photoreceptors ceased their red glow as the spider droid's legs gave out and he collapsed to the ground.

"NO!" Katen just stared at DSD-08's wrecked remains. Last time her stubborn aggressiveness had almost gotten DSD-08 killed back on Gerrard V. Now it was her inaction that had damned the dwarf spider droid.

Katen made a decision. If she was going to die, then she'd die kicking and screaming and fighting all the way until the end. Any choice she made blew up in her face. But at least this way she'd give the clones hell before she went.

She drew her SE-14 commando pistol and pushed open the cockpit. "C'mon, you fuckers!" Katen pulled the trigger on her pistol as fast as she could, doing her best to aim, to kill as many clones as she possibly could.

But Katen's dramatic last stand was instantly cut short. Blue blaster bolts soared towards her… and one of them made contact. Ashley Katen joined DSD-08 on the ground.


Commander OOM-8 flew in on a blue STAP, leading the massive amount of CIS reinforcements.

Being OOM-9's direct predecessor OOM-8 was closer to OOM-9 than any other battle droid. Of course, there were limitations on how different any given battle droid was from any other—especially in the 8th Fleet: they enjoyed combat—and excelled at fighting. They were also prone to think far beyond their original programming; though most people in the galaxy would not consider that to be a positive trait. Droids that could think beyond the boundaries of their programming could be dangerous, and at the very least, that garnered them some measure of respect in the Separatist military. They weren't treated like expendable scrap as some droids were under certain organic military leaders. Still, OOM-8 and OOM-9 were more identical than most in how they thought, which was why so often OOM-8 was left in charge of the space forces. The talent of OOM-8 and OOM-9 was spread out in order to account for any emergencies. But this time was different. The Separatists had no idea how skilled the clones were beforehand. OOM-8 should have been down helping lead the battle right from the very start.

Now that he was here, OOM-8 couldn't help but feel he wasn't making a bit of difference. He needed to have joined in the battle sooner. Even leading the mass of reinforcements, OOM-8 found himself dodging incoming blaster fire more often than giving it.

The number of Separatist casualties was stunning. The central control computers were able to provide meticulous and up-to-the-minute details regarding all combat statistics. They hadn't faced this much of a challenge since the battles against Jakoby and Windu. All the high-ranking droids were updated with the statistics, and being a bio-linked cyborg connected to the network, Commander Zako received the detailed updates as well. Unlike the battle droids, Karl Zako wasn't taking the news so well. EEK-176 might be permanently destroyed, and he was aware of what had happened to DSD-08 and Katen. Far too many soldiers were falling in battle. Zako couldn't cope with the casualty rate. His narrow-thinking mind couldn't conceive that the clones could do so well on their own, for in their previous tough battles, Obi-wan Jakoby and Mace Windu had played a large part, but here, Plo Koon made little impact on the overall battle.

Thousands upon thousands of battle droids left the core ships and marched on the city from all directions. Many elite droids, such as grapple droids, flame droids, and plasma droids, were turning out in larger than usual numbers. There wasn't a question in anyone's mind as to who was going to win the battle. Large segments of the 189th were starting to retreat back towards their star destroyer, ready to pull out as soon as they were given the formal order. But further in the city the clones were not starting a painful retreat, instead they were pouring on the attack, determined to leave with the holocron in their possession.

Sergeant 3B3-888 had just snatched the holocron from a clone he had killed. But Captain Night lined up his sniper rifle and shot the B1 battle droid in the neck. 3B3-888's headless body cantered around in circles, wildly firing off a few E-8 rockets. One of the random rockets managed to kill a clone out of sheer luck, before 3B3-888's headless body fell to the ground.

The holocron was up for grabs yet again, though no clones were eager to rush in and grab it when a scorpion droid came blustering in with cannons roaring.

Commander Black had made his way back to the fighting, but knew he wasn't going to be doing much damage with just his pistol—especially against the scorpion droid.

Black ran over to his troops. "Where's the holocron?"

"Near the big bug," Private Coal pointed towards the scorpion droid.

"Of course it is. Where the hell are our heavy weapons?"

"We don't have much left," Lieutenant Shade said. "The droids are wearing us down."

A red bolt forced the small cluster of clones to scatter. They had attracted the attention of the giant dwarf spider droid.

KJZ-8267 and Zako soon followed up the street where Black had emerged. They noticed that Plo Koon and Asajj Ventress were still locked in combat with one another. Both the pilot droid and the cyborg slowly approached the fight, firing their E-5 blaster rifles as they went. Plo Koon was able to deflect their blasts and parry away Ventress at the same time.

Commander Zako activated his ZK-II war-axe; intent on joining the fight up close and personal if that's what it came too. But the Separatist officer never got the chance; Plo Koon casually knocked Zako aside using the Force. Plo Koon then fired up his Electric Judgment technique and managed to graze the side of KJZ-8267's head. With the annoying cannon fodder out of the way, Plo Koon was able to focus his full attention on Asajj Ventress once again.

"I hate it when they do that…" Zako managed to pull himself up and stumbled over to KJZ-8267.

"I can't see!" the pilot droid shouted. Oil leaked down the side of his elongated skull.

"Hang on, I'll fix you right up." Zako performed field repairs on KJZ's head right in the middle of the battle. Red and blue blaster bolts whizzed by, explosions rang out in the distance, troops from both sides were barking orders at each other, Zako ignored it all and focused on his repairs. Zako had been repairing battle droids for years; he wasn't about to let such a light hit take KJZ-8267 out of the fight. He finished the repairs in under a minute.

"There! You're good to go." Zako collapsed.

KJZ-8267 sat up and looked over at his friend. Zako had left a trail of blood; he was covered in it. The pilot battle droid realized that the cyborg was losing too much of his vital life juices.

"Dammit, Zako! I'm not a medical droid!" KJZ-8267 did his best to stop the bleeding.

"Don't worry about me. It's just a flesh wound," the commander wheezed. "Take my weapons. Go, kill the clones." Zako felt like he was being suffocated. He kept trying to take in a controlled, deep breath but found he was only capable of short, shallow ones.

"Dammit, Zako." KJZ-8267 grabbed the commander's E-5 blaster rifle and left the Separatist to lie on the ground.

The final AT-TE in the area collapsed, infested with a swarm of Separatist sabotage droids. The Confederates still had their giant dwarf spider droid. It couldn't be any clearer who held the advantage.

But that one advantage wasn't enough. A MAF flew in low and a grapple battle droid—GD-79 fell out of it and landed with a loud thud.

Commander Black noticed the large gray droid in the distance. Black and the clones of the 189th had heard of grapple droids, but they had never encountered one in combat before.

"Fire!" Black ordered. Shade hit the grapple droid with a rocket, but the droid didn't fall. GD-79 started to take off in a run towards the clones, the blue blaster bolts doing nothing to his heavy armor.

"It's still coming!"

"Hit it again!" Black ordered, panic seeping into his voice.

The second rocket shot off and hit the droid dead center just as it did the first time.

"It has no effect!" Shade yelled.

"Damn thing has tougher armor than a fucking tank!"

"What do we do, Commander?" Private Coal asked.

"It's getting closer!"

Lieutenant Shade was out of rockets. He simply ditched his PLX rocket launcher and ran. Several of the other clones followed his example.

GD-79 was upon them. He started smashing skulls, breaking bones and snapping spines. This was by far the cruelest and most brutal display of strength Black had ever seen.

"Where are our damn EMP launchers?" Black demanded as he ran.

Four clone jet troopers finally arrived, firing their EMP launchers at the bloodthirsty grapple droid. It took five hits, but GD-79 finally collapsed from EMP blasts.

Dual-wielding E-5s, KJZ-8267 started shooting the jet troopers out of the sky. He killed the first two easily, but the other two used their jetpacks to flee into buildings when they realized they were being hunted.

OOM-9 was furious. His friends were dropping like Jedi during a terentatek hunt. These clones were going to pay.

Black and his squad ran up the stairs, in a half destroyed building. Many of the clones were starting to disperse, yet that, or they were dead. LAAT/i gunships started to converge on the area.

With the clones in retreat, SSA-719 felt secure enough to grab the holocron.

Plo Koon knocked an exhausted Asajj Ventress away with the Force, and then used his talents to propel himself up to the building where Black and many of the other clones had retreated. Plo Koon turned back down to the street below and stretched out his clawed hand, seizing the holocron with the Force—but SSA-719 refused to let go. So the Jedi simply dragged the security droid up with the holocron.

OOM-9 and many of the other droids charged up the stairs; they were determined not to let the clones run off with the holocron at the last second.

Plo Koon used the Force to violently shake the holocron, trying to get the security battle droid to let go. And that's precisely what he did. SSA-719 dropped down and started firing with his E-5. Plo Koon effortlessly blocked the blaster bolts. One of the bolts went back and blasted the rifle right out of SSA-719's hands.

OOM-9 and KJZ-8267 took SSA-719's place in attacking Plo Koon.

A LAAT/i gunship flew in and parked itself on the building, ready to pick up the clones and take them away.

Sergeant Shock overcharged his bolt caster and electrified 8EX, 5TE and three D-60 assault droids. Right as he was going down, 8EX managed to fire off a wrist rocket—which ended up hitting the parked Republic gunship but did no serious damage.

The scorpion droid had crawled up the side of the building and was helping in the fight now.

Commander Black managed to grab the holocron amidst the crossfire. "Boys, we are leaving!"

"Not with that holocron, you aren't!" SSA-719 rushed the clone commander. He had lost his E-5 but he was not helpless. He clasped his cold metal fingers around the clone commander's soft neck and squeezed. Black wildly fired his pistol; blasting the security droid in the chest three times before pointing the blaster upward and shooting SSA-719's head clear off.

Private Coal blasted KJZ-8267, but OOM-9 didn't have to worry about fighting Plo Koon on his own. The Jedi leapt up into the air and landed right in the open troop bay of a passing gunship.

The remaining 189th troopers in the dwindling squad reached the parked gunship.

Commander Black was the last to reach the gunship, holocron in hand. "I'll give you clankers points for effort this time. But the truth is no matter how much you try, you'll never match up to clones."

The holocron bolted right out of the clone's hand as the gunship started to lift off. Black tried to grab it but stopped short before falling. The holocron sailed through the air and landed in the hand of Asajj Ventress. "Sorry boys, but you wouldn't know what to do with it."

"You won this time," Black suddenly conceded. He knew his clones couldn't' keep up the fight, not with the scorpion droid crawling ever closer. "Here. A parting gift from the 189th Legion." The clone commander tossed an EMP grenade. It caught Ventress, the holocron and several battle droids in its radius. The clone intended for the electromagnetic grenade to ruin the holocron but he had no idea if it worked or not. He wasn't going to stick around to find out. Black knew when to retreat. He didn't do it often, but it was better than dying for a lost cause. He was going live to fight another day… and he would make sure the droid army regretted him and his legion's survival.

Gunships and transports of all kinds flocked to the Onyx Rancor. And soon enough the imposing Venator star destroyer was withdrawing from the city.


The Republic's retreat from Ziost marked a victory for the Confederacy, but to OOM-9 it felt like a failure. The battlefield was a mess. Ruined droids and dead soldiers lay about everywhere. Cold, dead hands gripped overheated weapons that were just now starting to cool. Some of the busted combat automata gushed lubricants from their now-holed reservoirs. Wrecked vehicles leaked black smoke into the sky. The air was rotten with the smell of blood and fried circuitry.

OOM-9 walked through the carnage, followed by a pair of black super battle droids. As the general looked around, he saw plenty of dead clones and wrecked GAR walkers, but there were far too many broken battle droids and deceased Confederate soldiers. This sight was becoming increasingly more common at the end of their battles, and that did not bode well for the future. And it was important to note that the fallen organic soldiers on the battlefield now had no future. Lives had been tragically cut short and people who had thought they had been doing the right thing by signing up to fight the Republic had been reduced to little more than smelly worm food.

PK and OX9 worker droids were busy collecting the parts of the broken battle droids and leaving them in heaping piles to be collected later. Scattered patrols of functioning B1, B2 and D-60 assault droids were on the alert for any possible clone survivors.

Amidst the sad sight before him, OOM-9 turned to see Asajj Ventress storming in his direction. OOM-9's two bodyguards went on alert, though on the outside they appeared not to react to Ventress at all.

"Hey!" a red B1 battle droid complained when Ventress shoved past him. The bald Force-sensitive ignored the offended battle droid and kept going.

"Where is the Jedi?" Ventress demanded, seething anger as she reached OOM-9.

"Escaped, I'm sorry to report," OOM-9's reply was short, quick and to the point. "The gunship he took as his escape vessel managed to reach the Venator star destroyer safely."

"Not Plo Koon!" Ventress hissed. "The Jedi in orbit above us, aboard one of your ships, General! I sensed his presence some time ago during the battle." Her red lightsabers snapped to life. "Do not lie to me, droid."

OOM-9's two bodyguards raised their blaster arms and several of the surrounding battle droids raised their weapons towards the would-be Sith but OOM-9 wordlessly ordered them to hold their fire through the network. OOM-9 had a real problem on his hands now. He couldn't simply have Ventress killed, Dooku would surely find out. And Ventress was sure to make a report to the Count about OOM-9's allied Force-user.

"Very well, I will take you to him." The droids lowered their weapons. This was going to be a problem.


OOM-9 had not been the only going wandering about the aftermath of the battle. Dr. Gatling Quartz had taken a Maxillipede shuttle down to the planet to see the damage for himself.

Dr. Quartz had made sure to equip himself with his gatling gauntlet and wrist rocket launcher just in case he became under attack from any lingering clone troopers. The clones had proven they could be very dangerous. To this end, Quartz also had a pair of heavy B1 battle droids guarding his person.

Heavy B1 battle droids were a rarity in the Separatist Droid Army—they had been a rarity back in the days of the Trade Federation droid army. Their outward appearance resembled that of the regular B1 battle droid, with the exception that the heavy battle droids wore large black and gray backpacks. The heavy battle droids used their large backpacks to ferry around ammo and supplies to other troops to keep the droid army re-supplied. It was a vital role, and thus the heavy battle droids had been blessed with tougher armor and were often equipped with ZGD gatling guns to ensure they were not destroyed. Though at the moment the two droids were filling the role of heavy bodyguards.

Quartz watched as a pair of PK droids carted off the deactivated frame of a HouseKarl battle droid. The Skakoan scientist shook his head in muted frustration. His grand creations had been bested by simple rank-and-file clone troopers. Quartz found the very notion disgraceful and disgusting that cloned humans were capable of beating his droids in battle.

But the Skakoan remembered that the failure of the HouseKarl battle droid being hauled away for repairs was not his fault. The failure belonged to OOM-9. Quartz had merely filled the droid general's request. The truth was, the old heavy B1 battle droids were the inspiration that lead to the HouseKarl battle droids. And the HouseKarls were nothing more than a stopgap measure until the cloaking devices on the Z1 special ops battle droids were completed. And yet faux humans could defeat all these droids. It wasn't until the scorpion droids that Dr. Quartz could demonstrate his own vision on the perfect killing machine. The scorpion droids had performed acceptably during the fighting on Ziost, the problem was there was too few of them.

Blue shots rang out and hit one of Quartz's bodyguards in the torso. The heavy B1 endured the blasts without issue. The two heavy battle droids turned and opened fire on a clone trooper hiding around the corner of a building. Quartz hid behind his bodyguards, scanning the area for any other possible attackers.

The droids' gatling guns finally fell silent. One of the battle droids went to investigate while the other remained with Dr. Quartz.

"It was just one clone, sir. Nothing to worry about," the battle droid that went to look called back.

Dr. Quartz went to look at the dead clone. The armor had custom black markings. This clone belonged to the group that had been giving Quartz's creations so much trouble. The scientist wondered if these clones had been altered to a greater degree than the other clones. There was no telling until he got a few of the corpses to his lab.


OOM-9 made good on his promise, and escorted Ventress all the way up to the 8th Fleet's flagship, the Karajor, where Dr. Destroyer awaited in the observation spire.

OOM-9 led the way through the door to the observation tower, followed closely by Ventress and a pair of D-60 assault droids. OOM-9 noticed that the lighting had been dimmed. There was no doubt in OOM-9's mind that the meeting between the two Force-sensitives would be confrontational, the question was, how bad would it be? OOM-9 wasn't certain who would win in a fight between Dr. Destroyer and Asajj Ventress, but he had security teams standing by in case things got ugly.

Dr. Destroyer was easy to spot, even in the weakened light. His distinctive Ithorian frame was a darkened silhouette against the observation windows.

Asajj Ventress started walking towards her prey. "Jedi."

"I am no Jedi," Destroyer said in a gruff, displeased voice as he turned away from the window to face the agent of Count Dooku. "You are a blind fool if you cannot see that."

Ventress activated her lightsabers and charged, but stumbled on her second step and fell to the floor, writing in pain. Her lightsabers deactivated and spilled across the deck in separate directions.

Dr. Destroyer had gripped Ventress' inner organs with the Force, thinking beyond the simple Force choke the Sith were so famous for. The Ithorian was inflicting an unimaginable amount of pain with very little effort.

The battle droids made no move to help Asajj Ventress. OOM-9 had been severely mistaken; there was never the possibility of a battle between Destroyer and Ventress. Destroyer was in a completely different league. His unconventional, but practical application of the Force guaranteed his supremacy over Asajj Ventress.

"If this is the extent of your abilities, then Count Dooku deserves a better caliber of apprentice." Ventress continued to writhe around on the floor; in so much pain she couldn't even muster a scream. "Don't worry," the Ithorian continued, "that won't be me. I serve no… Force-user." Dr. Destroyer was careful with his words. He was in no way bound to OOM-9's service, but the battle droid was a good boss and was funding his Library of Life.

Quickly tiring of the spectacle, OOM-9 finally spoke up. "Dr. Destroyer, release her."

"If that is your wish," Dr. Destroyer spoke with a tone of sudden disinterest.

Asajj Ventress started to gasp and pant as Destroyer released his invisible grip on her vital organs.

"W-when Count Dooku hears of t-this—" Ventress managed to sputter out.

"Yes, we will be returning to the Count," OOM-9 nodded, "we have a holocron to deliver." OOM-9 now had no choice but to admit he had a Force-sensitive under his employ. The command battle droid figured he might as well come clean and get the first word in to Dooku before Ventress could.


Returning to Serenno, OOM-9 was quick to explain the Force-user's presence to Count Dooku. The count was pleased at their success in retrieving the holocron, but was unreadable when it came to the news of OOM-9's Force-sensitive scientist.

Ventress recommended that Destroyer be eliminated, but Dooku silenced her. Instead the leader of the Confederacy demanded that Destroyer be brought before him. And in no time, Dooku was testing Destroyer's Force abilities in his palace's courtyard.

While OOM-9 watched Dooku and Destroyer battle, he couldn't help but think that the entire situation was a mess. OOM-9 knew he had lost a measure of the Count's trust, that was clear enough based on the fact that a pair of Dooku's V2-series commando droids were now escorting him about the palace. But OOM-9 did not think he had lost so much favor as to be in the company of General Grievous. Yes, General Grievous—was another problem entirely. The Kaleesh's attitude and actions were allowing bigotry against droids to fester within organic factions of the Separatist Droid Army itself. That needed to change. OOM-9 could only do so much, and mostly just within the confines of his own forces. And there was the fact that the organics and droids wouldn't get along all that well if the organics kept dying in battle like the way they had on Ziost.

Watching Dooku and Destroyer spar was something else. Neither of them wielded the standard weapon that made the Jedi so famous. Dooku's curved-hilt lightsaber versus Destroyer's lightsaber pike made for an interesting battle. Though as time went on, it was becoming clear that Dooku was the more powerful of the two.

Finally, Dooku called for an end to the sparring match and sent OOM-9 and Destroyer away to await his judgment.


Darth Sidious recalled that his old master, Darth Plagueis, had told him that Ziost was a dead world, a place where tourists went to go see decrepit relics of the ancient Sith. And Sidious had in turn, told his apprentice, Darth Tyranus. But now there was the possibility that they had been mistaken. Ziost may have been holding something of value this entire time… depending on the contents of the holocron. And there was also the issue of the Force-sensitive Ithorian.

"The Ithorian is a coward at his core. He poses no threat to us and he does nothing to alter our plans. Yet he may prove useful as a tool of the droid army for the time being. Allow General OOM-9 to keep him in his care. But keep a watchful eye on him. We cannot be blind to rogue elements."

"Yes, my master," Dooku nodded his head.

The blue hologram of Darth Sidious dissipated.

Dooku pressed a button on his desk, summoning OOM-9 and Dr. Destroyer to his throne room.

"So, General. You've been fighting Jedi in this war for some time now. You do not believe your action would create a conflict of interest?"

"As I have already stated, Dr. Destroyer is no Jedi. There is no confliction of interest, my Lord."

"Is that so?" Dooku raised an eyebrow.

"Doctor Destroyer is under my control, and I am at your command. I promise he will be no threat to you."

Dooku found it very interesting that the battle droid was so confident that he was in control of a Force-sensitive—as if the Ithorian was just another droid, or a savage beast kept on a leash. But if things went well, the scientist could be used to further thin the ranks of the Jedi Order.

"Very well, General. You've proven more than capable through the war so far, so I will grant you this favor. And, I have a few gifts…"

Several DRK-1 dark eye probe droids hovered in from a side door.

In addition to the droids, Count Dooku provided Dr. Destroyer with a Sith Infiltrator starfighter and a Sith Enforcer hover tank. Destroyer knew the probe droids were little more than Dooku's eyes and ears, spies to make sure he wasn't a threat. But the Ithorian could not reject them.

"Thank you, Count Dooku," OOM-9 nodded his head.

The Sith holocron had been lying on Dooku's desk. He grasped at it with the Force, and started to access it. But then Dooku paused; the contours of his face became hard, angry.

"Is there a problem, my lord?" OOM-9 asked.

"The holocron is degraded," Count Dooku answered as the holocron was lowered back onto his desk.

Upon trying to access the information in the holocron, Dooku discovered that it had degraded greatly, though from the EMP blast or old age, Dooku did not know. If there were any useful information even left, it would likely take a long time to be located and accessed. The fighting on Ziost had largely been for nothing. But battles between clones and droids were nothing compared to what Dooku and his master had in store for the galaxy.

Using the Force, Dooku picked up the holocron and hurled it at OOM-9's head. The busted device hit OOM-9 with a metal clunk. "Take it. See if your scientists can do anything with it. I want a report if they are able to obtain any information from it. You have proven useful so far; it would be a shame if my opinion of you were to suddenly drop. Do not hide anything from me again, General." Dooku's tone carried a touch of solemn warning.

"Yes, my lord." OOM-9 bent down and picked up the holocron off the floor.


Author's Note: The vehicle-sized crab droids have no specific designation as of my writing this chapter, so I call them XL crab droids.

D-60 assault droids appeared in Hero of Cartao.

The E-8 heavy projectile launcher is the projectile weapon that came with the The Clone Wars (2008) battle droid action figure.

Private Coal, Sergeant Shock, Lieutenant Shade, Captain Night, and Commander Black are all references to the special ops soldiers from Timesplitters 2.

Special ops clone troopers appeared in several episodes of Star Wars: The Clone Wars.