Republic cruisers and transports swarm the ringed red world of Geonosis. Aboard the lead vessel, Obi-Wan Kenobi and Jedi Master Ki-Adi-Mundi express disbelief that the conflict has brought them back here, the world where the Clone Wars first started. Anakin and Ahsoka join them on the bridge as they contact the Outer Rim Command for their briefing.

In the war room they are joined via hologram by Yoda, Mace Windu, Chancellor Palpatine, and Luminara Unduli. Intelligence reports place Poggle the Lesser in his primary droid factory, protected by a shield generator. Skywalker, Ki-Adi-Mundi and Kenobi will push past the Geonosian defensive lines and land just short of the shield, where they'll move to knock out the generator.

The briefing continues as the present Jedi are joined by their clone officers: Cody, Rex and Jet. They plan their attack: Ki-Adi-Mundi and Jet will take the northernmost assault; Cody and Kenobi, the central push; finally, Skywalker and Rex will lead the southernmost wing. They'll later regroup to ready their next push.

High over Geonosis, the Republic cruisers and transports deploy the landing forces. Flocks of gunships and carrier craft streak toward the spires of the droid foundry. Geonosian defense cannons fill the skies with flak and laser rays. Soon, needle-nosed Geonosian fighters join the fray, blasting away at the Republic force. Squads of Republic Y-wing fighters offer air support, strafing the Geonosian emplacements.

Kenobi's force is the first to fly. Anakin's is next. Ki-Adi-Mundi's follows close behind. The crossfire is too thick, and Anakin's gunship is the first to get shot down. It slams into the Geonosian desert with Ahsoka, Anakin and Rex aboard. They survive the crash, and immediately engage Geonosian forces on foot as they emerge from the wreckage.

Ki-Adi-Mundi's gunship is the next to fall. Cody's transports touch down, deploying AT-TEs to continue the trek overland. He orders General Kenobi to stay away from the landing zone as the skies are still too dangerous. Kenobi's gunship is eventually brought down by Geonosian fighters, hitting the desert hard in a spectacular crash.

An injured Ki-Adi-Mundi and Commander Jet pull themselves from the crash site. Jet reports that only Kenobi's forces made it to the landing zone, but General Kenobi himself was shot down. Skywalker's armored forces were wiped out in the air, and he and Rex are caught in a firefight on the ground. Ki-Adi-Mundi's AT-TEs will trek overland, hopefully meeting up with Skywalker on their way to Kenobi's position.

Skywalker's forces are pinned down by Geonosian gunners, and cannot receive help from any of the other units. Ahsoka begins to worry about Obi-Wan, but Anakin focuses her on the charge. Skywalker rallies his troops, and they counterattack the Geonosians.

Elsewhere, Cody has circled his AT-TE tanks into a defensive formation. Kenobi's gunship is five kilometers away. Cody sends troopers Waxer and Boil to check for survivors, finding Obi-Wan and Trapper, a clone trooper. Cody lays down covering fire as they return, blasting away at the Geonosian speeders and battle tanks.

Ki-Adi-Mundi's group is slowed down by a field of large tank obstacles. In orbit above, Admiral Yularen radios Commander Jet in the field that he cannot send any additional air support. Yularen does offer his eyes in the sky to help the scattered forces locate each other. Readings indicate Skywalker may be approaching the eastern barrier -- the site of the armored barricade.

The armored wall looms large, cutting off progress through the canyon. It is lined with droid forces that fire down from above. Skywalker, Ahsoka and the clones seek what little cover there is.

Meanwhile, Ki-Adi-Mundi has split up his forces, leaving his tanks to take a longer route while he examines a shortcut through a cave. Inside the dark grotto, they are suddenly attacked by winged Geonosian drones.

At the barricade, Anakin and Ahsoka load up with backpacks filled with thermal detonators. The two weave past the incoming fire, and use their grappling spike-launchers to scale the adjacent canyon wall. They emerge above the wall, and leap down onto its surface, cutting through the droids.

Anakin and Ahsoka cut through the last of the droids atop the wall. Sudden reinforcements of droidekas pop out from hatches built into the barricade top and open fire on the Jedi and Rex, who's joined them. Blasting past the droidekas, the Jedi drop the explosives into the hidden hatches and use the Force to land safely from the exploding wall, catching Rex in the process. The team continues forward.

Meanwhile, Ki-Adi-Mundi's troops have nearly broken through to the other side of the caves. Flame thrower-equipped clones torch the last of the Geonosian resistance. Skywalker and Ahsoka arrive to rejoin the unit. Skywalker contacts Admiral Yularen, who has scraped together one fighter squadron for air support.

The battle has intensified around Kenobi and his unit. He picks up his lightsaber for what he assumes will be a final stand. Suddenly, Y-wing fighters soar in from above, dropping bombs on the enemy tanks. The clones cheer as the Geonosians are pushed back. Emerging from the battlefield smoke are Skywalker, Ahsoka and Ki-Adi-Mundi, who find the exhausted Kenobi.

Skywalker and Ahsoka lead the charge for the final phase of the operation. With droid poppers and Cody's walkers, they are able to bring the shield generator down. As the shield dissipates, Ki-Adi-Mundi's gunships land with additional troops. The mission is successful.