The Ghost is making runs to their newly established base while Kanan and Ezra are hard at work with intense lightsaber training. Hera and Sabine look on as Kanan instructs his Padawan to keep his blade up. “It’s easier to drop it than it is to raise it,” the Jedi orders.

Ezra thinks he has his master beat, until Kanan points out he has already defeated him. He thinks the duel has ended in a tie, but his opponent reminds him there is no such thing. “You lose, you die.”

“You win by killing an inquisitor,” Ezra states. “No, you win by surviving,” Kanan corrects him.

The crew lands at their base and Hera is unimpressed by Kanan’s lack of enthusiasm. AP-5 is still part of the crew and already bickering with Chopper about the timeliness of their shipments.

As Rex briefs the crew he points out that the scouts found a fresh water source. Sensor markers will be placed around the perimeter of the base to alert them if anyone comes by unannounced.

“This planet may be hot, dry, and unpleasant… but at least there’s nothing trying to kill us,” Rex says in relief. Though possibly he spoke too soon…

As Lieutenant Dicer of Phoenix Squadron is setting up a marker, a skittish, shelled creature scurries away from an oncoming threat.

A krykna spider!

Meanwhile Kanan and Hera discuss the crew’s victory of establishing themselves as a successful rebel sector. They have everything they need… except the Jedi and Padawan. They plan to leave as soon as Ahsoka returns.

Kanan expresses his support of the larger rebellion, but explains that none of that matters if he doesn’t take care of his own important business. The two are interrupted by news that Lieutenant Dicer never reported back from her scouting mission. Sabine and Rex take the Phantom to the North face to investigate.

Zeb is enjoying “fresh air and privacy” in his own private bunker of crates, posters and rock music. Ezra wearily tells his friend that he will be leaving, and doesn’t know when or even if they will be back… but Zeb is sure of it. The two enjoy a poignant moment with the Atollon sunset and Zeb’s blaring music as their soundtrack.

Back on the North face, Sabine and Rex discover that Lieutenant Dicer disappeared while placing a sensor. Then, the beast emerges! The duo begin blasting and call for backup. Sabine is knocked over and Rex is grabbed by the creature’s spindly legs.

The Mandalorian fights back, blasting spiders left and right. As she stands near the marker, the beasts retreat. She’s rescued by the Ghost crew just in time. They need to locate their missing clone captain.

The crew enters a dark cave in search of Rex and their crawling enemies. As the Jedi’s lightsabers light the way, Kanan suggests he and Ezra split up. Hera sternly disagrees. “We’ve gotta get used to not having them around,” she explains privately to the others.

The Jedi duo quickly come upon a spider. As Kanan prepares to attack, Ezra has a better idea. “Let me try to connect with it.”

But his plan doesn’t go as expected. Krykna cannot be tamed by the Force.

The rest of the crew discovers several shells belonging to the skittish “dokma” they continue to see fleeing from the krykna. The group deduces they must be preyed on by the beasts.

“I could really use a hand over here!” A familiar voice shouts. It’s Rex! He’s been pinned up in the cave. “I met the neighbors. I don’t care for ‘em.”

Rex is rescued but the crew still needs to escape the crawlers -- made angrier that their prisoner was taken from them. Kanan and Ezra return, slicing the creatures’ heads with their sabers. They’re able to successfully leave the cave and Chopper pulls through with the Ghost.

But they can’t leave that easily. The krykna have glued the Ghost to the ground with their webs. They have to use the ship’s blasters to take them out.

But why didn’t the krykna attack the base? The sensor markers!

The krykna break through the ship’s doors. Rex keeps the big one at bay while the rest of the crew go outside with blasters in hand.

Kanan and Ezra Force push Sabine flying through the air to get to the sensor marker. She nearly escapes the clutches of a krykna and grabs onto a marker. It is her safe passage back to the Ghost. Ezra and Kanan get to work cutting the webs with their lightsabers.

The crew escapes, but Rex is reluctant to tell Commander Sato that the new base may not be all they hoped. “No! It took everything we had just to find this place. I’m not ready to give it up.” Hera states. “Don’t worry, I’ll handle it.”

When they return safely to the ground surrounded by markers, Sabine imparts some wisdom to Kanan about Hera’s feelings. Though she supports his decision to leave, he’s still walking out on her.

Kanan approaches her. The Twi’lek initially acts cold, but then softens. “Whatever you’re facing, I wanted us to face it together.”

“We’ll see each other again. I promise,” he assures her.

Ezra makes one last attempt to connect with the krykna. No such luck. “Fine. I guess we won’t be friends,” he says. Then, finally, Ahsoka returns.

“My experience, just when you think you understand the force, you find out how little you actually know,” she explains to the Padawan. It’s time to leave.