Captain Rex spots an H-shaped Trade Federation landing craft flying Confederacy colors. He radios Bly that the droid ship is heading their way. Bly reports to the Jedi.

Inside one of the huts, Wag Too continues to administer aid to an ailing Anakin Skywalker while Ahsoka and Aayla watch. Upon hearing news of the approaching droid military, Wag Too remarks that Maridun is in neutral space. Anakin reminds him that it makes little difference to the Separatists. Anakin tries to get up, but he's still too injured to move.

Outside, the landing craft touches down in the grassland clearing. The Lurmen gawk at the huge vessel. Their chieftain, Tee Watt Kaa, reproaches the Jedi for bringing yet more menace to their village. Wag Too defends the Jedi; the Separatists do not know they are here. Nonetheless, the Jedi must remain hidden. Tee Watt Kaa insists that they leave since their presence is endangering the village.

If the Lurmen want to remain neutral, it is not the place of the Jedi to force them into war. Tee Watt Kaa tasks his son to see to it that the Jedi depart while he goes to meet with their new visitors. The Jedi and clones sneak out of the village.

Emerging from the landing craft is a fat Neimoidian officer, General Lok Durd. He announces to Tee Watt Kaa that the village is now under the protection of the Separatist Alliance. Paying the Lurmen leader no heed, Durd and his troops march ahead into the village. Durd isn't terribly impressed. He orders his simple-minded battle droids to "ransack this dung-heap!"

The battle droids begin terrorizing the Lurmen, who scatter and roll away. Wag Too can't understand why the droids would target them, but Ahsoka states starkly that's all these droids know. The Jedi are helpless: if they make their presence known, the droids will only escalate their rampage and wipe out the entire village. With Anakin carried by Bly and Rex, they limp their way into the tall grasses.

The battle droids report no evidence of Republic weapons or contraband to General Durd. Content, the fat general warns Tee Watt Kaa that in the future, his troops may perform period searches to maintain security. The droids leave the village. Wag Too confronts his father over his actions. Tee Watt Kee insists he has maintained the peace, but Wag Too realizes the Separatists will be back and the Jedi are in danger.

Within the tall grasses, Rex puzzles over the villager's unwillingness to fight, attributing it to a lack of pride. Ahsoka believes it to be lack of courage. Aayla offers a different point of view: sometimes it takes courage to stick to one's beliefs. Anakin cuts to the matter at hand. The Jedi need a ship, and he is considering stealing one from the Separatists.

Suddenly, Ahsoka spots a Separatist probe droid lurking in the grass. Bly and Rex open fire, while Bly jams the droid's comlink. The little spy darts away and the Jedi and clones give chase, except for Anakin who is too injured to move quickly. It is Aayla who cuts off the droid and cleaves it in two.

Their chase has taken them to the base of an enormous tree. Aayla recommends they climb up it to get a better vantage point of the lay of the land. There, Anakin spots a fortified Separatist outpost built around the landing craft, complete with battle droid infantry and heavy droid gunners. In the shadow of the landing craft, Anakin spots a Neimoidian shuttle, but getting to it won't be easy.

Separatist ATTs hover from the lander and out the gate, accompanied peculiar tank with a specialized weapon. The Jedi and the clones watch through their electrobinoculars as the Aqualish aide oversees a team of four battle droids haul a heavy artillery shell. Rex and Bly head to the ground to get a closer look.

It is a new Separatist weapon being tested by Lok Durd: the artillery shell is a defoliator capsule, a weapon of Durd's own design that can destroy organic matter but leave machinery unarmed.

Durd is pleased with a successful test of his new weapon, but Count Dooku demands further evidence. Durd reveals that he chose Maridun because he knew of the Lurmen population. He will target them. Durd mobilizes the troops.

Anakin begins planning: first, they'll target and destroy the droids' communication station. Then, they'll secure the shuttle and return to help the Lurmen. Ahsoka doesn't think Tee Watt Kaa will accept the Jedi's help, but Anakin will not stand idly by while the Lurmen are exterminated.

Nightfall -- a full moon lights the darkened sky. The Jedi hide in the tall grass surrounding the Separatist base. Aayla and Ahsoka sneak past the spotlights. Anakin meanwhile uses the Force to distract one of the perimeter guard droids by telekinetically drawing a rock away towards the grasses. The simple-minded droid is drawn into the grasses where he is cut down by Skywalker.

Ahsoka and Aayla scale the wall and infiltrate the base while Anakin and the clones continue to dispose of perimeter droids. Over the wall, Aayla and Ahsoka split up. Secura handles the droids while the Padawan opens the main door, letting Skywalker and the clones in, where they proceed to quietly destroy more droids.

Back at the Lurmen village, Wag Too passes on news from a scout that the Separatists are on the march.Tee Watt Kaa says there's no reason to believe the Separatists will attack. Wag Too cannot abide his father's passivity. But Tee Watt Kaa's principles are unyielding. Their pacifism has helped this society of Lurmen survive for generations.

At the Separatists outpost, the Jedi make short work of the last of the droids. Anakin heads towards the shuttle, and tells Bly and Rex to take along some shield generators. The shuttle lifts offs and heads towards the Lurmen village as day starts to break. Anakin's plan is half the team will fortify the village while the other half will evacuate the Lurmen.

The Lurmen cautiously watch the shuttle set down, but it is the Jedi that emerge, not battle droids. Aayla warns Tee Watt Kaa and the villagers that the Separatists will be here in moments. But Tee Watt Kaa remains unyielding. He says if it is the Lurmen's destiny to be destroyed in the Jedi's war, so be it.

The Jedi create a barrier of seed pods along the perimeter of their village. Atop one of the barrier pods, Rex spots the approaching droids, just minutes away. The Jedi and clones begin activating the shield generators.

The Separatist fire a defoliator shell. It impacts not far from the village and begins sending its destructive shockwave forward. The Jedi erect their shields in time, and the defoliator wave just washes against it. The Lurmen village stands intact amid a now barren field.

Durd orders his battle droids to charge. The Jedi and clones emerge from underneath the shield to meet them. Ahsoka, Aayla and Anakin charge into the thick of the oncoming droids, slicing their way through their ranks. With so many droids, some of them slip past the Jedi. Anakin orders Ahsoka back to the village to defend the Lurmen while he goes to target the defoliator.

Wag Too assembles a group of like-minded Lurmen who gather farming implements to use as weapon. Tee Watt Kaa tries to stop him, but Wag Too has had enough of his father's bullying. The chieftain watches sadly as the younger Lurmen take up arms and charge into battle.

Anakin charges the tank carrying the defoliator cannon and slices through it with his lightsaber, destroying the weapon. Durd panics. He scrambles away from his tank and runs as fast as his fat legs can carry him -- which isn't all to fast. Anakin uses the Force to lift him off the ground. Anakin reports to Rex that the weapon has been disabled.

Wag Too and his fellow villagers use their ropes to tie up battle droids, which Ahsoka then beheads. The last of the droids are destroyed. Wag Too offers the Jedi thanks, and even Tee Watt Kaa begrudgingly seconds the appreciation, but he can't help wonder at what cost this all came. Three Jedi cruisers then appear in the sky -- Admiral Yularen has found the stranded Jedi.