The Separatist have launched a massive offensive against the planet Ryloth. A blockade of deadly battleships has cut off any support for the dwindling Republic defenses.

Though they have fought valiantly with the help of Twi'lek freedom fighter Cham Syndulla, hope is fading for Jedi Master Di and his men as the droid army closes in. Jedi Master Di contacts Admiral Dao with the Republic relief supply fleet, asking for supplies immediately. Dao can't help. His fleet is critically low on fuel and ammunition. Di demands that he contact the Jedi Council again for help.

Yoda, Obi-Wan Kenobi and Mace Windu inform Senator Bail Organa of the grim news that the fleet protecting Ryloth has been destroyed and the supply lines have been cut. The troops are out of food, fuel and ammunition; and the civilian population is starving. If the Republic can launch a resupply effort from nearby Toydaria, they can reach Ryloth before it's too late.

Representative Jar Jar Binks greets Senator Organa at Toydaria. They are told by Toydarian guards that their planet is off-limits to visitors, but Bail informs that they have a special message for the Toydarian leader King Katuunko. Organa explains there is a crisis on Ryloth and that millions of citizens are starving and will die without the king's help. Bail asks to use Toydaria as a staging ground to supply the planet with relief aid.

Lott Dod interrupts the Republic plea for help. As the Senate representative of the Trade Federation secretly sent by Count Dooku, Dod implies that if King Katuunko helps the Republic then he and his people will no longer be considered neutral and will in essence be siding with the Republic, making them possible targets of a Separatist attack. The king says he must hear arguments from both sides.

Meanwhile, Separatists forces continue to attack Ryloth. Clone troopers and Twi'lek freedom fighters fight side by side against the battle droids. Leader Cham Syndulla asks Jedi Master Di about reinforcements. Di assures Cham that the Republic will not abandon Ryloth. Cham isn't convinced and wants to retreat, but he's informed by Clone Captain Keeli that they are trapped for the time being.

King Katuunko hears arguments from both sides on whether he should allow Toydaria to be used to help get relief supplies to the citizens of Ryloth. Bail stresses that the mission is purely humanitarian and that food and medical supplies should be given to the people of Ryloth. Senator Orn Free Ta of Ryloth offers his own plea for help via hologram.

Senator Dod claims that Bail is lying to the king. The planet is under a Separatist blockade because Jedi and clone troopers are fighting against battle droids for control of the surface. Dod says that this will not be a humanitarian base, but a military base. And if they choose to help, the Trade Federation will no longer do business with Toydaria. The king says he'll summon them once he has made a decision.

Back on Ryloth, the only gunship ready to leave is too small to transport all the refugees. Jedi Master Di comes up a plan to load the gunship with explosives under a mountain pass that leads to their position. This will force the droids to use another path where the Twi'leks and clones can hold them off easier, giving the families time to escape over the mountain.

King Katuunko decides for the sake of Toydaria not to help the Republic. As Jar Jar and Bail turn to leave, Katuunko privately explains to them that Toydaria cannot turn a blind eye to the suffering of innocents. The king grants Bail and Jar Jar permission to use Toydaria to transfer the supplies they brought with them to Ryloth, but only if the Trade Federation cannot link Toydaria to the relief mission.

Bail tells Jar Jar he will signal him when the ships are ready to depart, and hands him a comlink. Bail invites King Katuunko, Lott Dod and his entourage to a formal dinner. However, Bail excuses himself from attending due to pressing matters. Jar Jar Binks will represent them both at dinner.

Jedi Master Di readies his plan with the aid of Clone Captain Keeli. He tells one of the Twi'lek freedom fighters that they won't have long to hold off the droids, so they must move their families out of danger quickly. Battle droids move closer to investigate the gunship blocking their path. Little do they know that the clones have packed the gunship full of explosives.

As planned, the massive explosion from the rigged gunship completely blocks the droids from using the mountain path.

At the formal dinner, Jar Jar Binks uses his impressive juggling and stacking skills to distract members of the Trade Federation, which include the suspicious Lott Dod, from spotting the relief ships passing by the window.

Jedi Master Di slices through the droids with his lightsaber. Suddenly, Clone Captain Keeli dies in the line of duty as he and the rest of the clone troopers help distract the battle droids so that the Twi'leks have enough time to escape. Jedi Master Di is surrounded and shot down by battle droids.

The Republic blockade runners have broken through right in the nick of time. The Twi'leks will live to fight another day.

King Katuunko sees off Bail and Jar Jar, wishing them a safe journey. Lott Dod arrives with news that the Republic has dropped off relief supplies to Ryloth. Bail tells him if he has proof of any misconduct on Toydaria's part, Lott can take it up with the Senate. An angry Lott leaves in a huff. The king tells Bail he is open to changing Toydaria's neutral status and offers to talk with the Republic.