During a space battle over Sullust, Asajj Ventress leads a Separatist starfighter attack against a group of Republic cruisers. She targets the bridge of one of the cruisers head-on with her specialized fanblade starfighter.

In his palace on Serenno, Count Dooku receives a holographic transmission from Darth Sidious. Sidious warns that Dooku's assassin, Asajj Ventress, has become too powerful, and cautions Dooku to think twice before training an apprentice to kill him. Dooku swears his allegiance to Sidious -- an oath Sidious insists he must prove by eliminating Ventress. Dooku initially resists, but will obey his master.

Ventress tails Obi-Wan's starfighter and lands a hit. Obi-Wan calls to Anakin for assistance, who complies with a disabling strike on Ventress's starfighter. She and Kenobi both crash land in the hangar of the Separatist flagship.

Injured, Ventress contacts Count Dooku for help. He informs her that he has pulled back her reinforcements. She has failed him for the last time, and now she must die.

Anakin lands his starfighter near Obi-Wan's. The two Jedi draw their lightsabers and prepare to take on Ventress, who pulls herself from her fighter. She will not surrender. She ignites her lightsabers and attacks the Jedi.

A tactical droid aboard one of the Separatist ships updates Dooku on Ventress's battle with the Jedi. Dooku orders the command ship carrying Ventress and the Jedi to be destroyed.

A vulture droid crash lands in the hangar allowing Ventress to break away. Obi-Wan and Anakin quickly man their ships, charging out of the exploding hangar. Ventress also manages to barely escape in her damaged starfighter as the entire Separatist command ship explodes. The tactical droid aboard the attacking ship reports to Dooku that the command ship is destroyed and that there are no survivors.

From his palace, Dooku contacts Darth Sidious to inform him that Ventress is dead. Sidious affirms that Dooku has once again proven his loyalty.

Ventress commandeers a salvage ship and uses it to return to her home on Dathomir. Soon after she disembarks, Ventress comes under surveillance and is quickly surrounded by a band of female warriors. Mother Talzin, their leader, orders her Nightsisters off, claiming Ventress to be one of them. Ventress collapses in her arms.

With Ventress on an altar, Talzin and the Nightsisters perform a mystic ritual to restore the injured assassin. Under the power of their spells, Ventress has visions of her past...

Asajj relives her past: She was taken from her mother and sold to a slaver as an infant; her master was killed, and she became the apprentice of a Jedi Knight; as an adolescent, her Jedi Master was shot, and she avenged his death with dual lightsabers; Dooku then took her on as an apprentice of the dark side; finally, Dooku betrayed her, leaving her to die.

Ventress, restored, declares revenge on Dooku. Talzin summons two of her most powerful warriors, Naa'leth and Karis, to help Ventress destroy her former master. Talzin and her Nightsisters perform another ritual to cloak the trio in invisibility, arming them with lightsabers and a poison dart to dull Dooku's senses. They will pose as Jedi assassins.

The salvage ship lands in the woodlands surrounding Dooku's palace on Serenno. The three Nightsisters scale the cliff to his fortress, cutting an entry into one of its walls with a lightsaber. They enter Dooku's sleeping chamber through the ceiling. Ventress sends the dart, striking Dooku in the neck.

Though his vision is distorted, Dooku is able to effectively fend off a prolonged lightsaber attack. The assassins eventually win the advantage, however, disarming him of his lightsaber. As Ventress readies her death blow, Dooku hurls bolts of Force lighting at the three, sending them through a window and down the cliff face. Ventress recovers herself and is able to save her accomplices using the Force.

The three return to Dathomir, defeated. But Mother Talzin sees an opportunity -- Count Dooku is vulnerable, and will now be eager to protect himself with a new apprentice.

Talzin communicates with Dooku via hologram. She offers Dooku a male from Dathomir to serve as his new apprentice. Dooku, aware of Dathomir warriors' extraordinary caliber, accepts her offer.