Gha Nachkt's salvage ship, Vulture's Claw approaches the storm cloud-covered moon of Ruusan and opens communications with General Grievous. The slimy Nachkt is insistent on getting paid promptly for his services. Sealed within a cargo hold aboard the scavenger vessel is the captive R2-D2.

Elsewhere, the Twilight scours nearby space for Grievous' secret station. Aboard, Ahsoka Tano intercepts a brief signal that R2-D2 managed to broadcast. Anakin Skywalker recognizes it as his droid's whistle. He orders Captain Rex to trace the signal. Ahsoka reminds Anakin that their orders are to find the Separatist listening post, but Anakin justifies his shift in priorities by suggesting that perhaps R2-D2 is at the listening post.

In the skies of the Ruusan moon, Gha Nachkt's vessel lands at Skytop Station, a Trade Federation core ship converted into a listening post. Nachkt marches the captive R2-D2 inside and is met by General Grievous. Grievous orders the little droid torn apart and sifted for information. Gha Nachkt then takes the droid to a terrifying disassembly chamber.

The Twilight emerges in the Ruusan system and detects the presence of Skytop Station. Anakin recognizes it as a Separatist installation. Skywalker, Ahsoka, Rex and a team of four clones prep for the insertion mission, and they're taking R3-S6 with them to help maneuver past the station's computer systems and sealed passageways. Rex gets the job of carrying the droid during their insertion drop.

The strike team jumps from the spice freighter and freefalls to the station. Anakin cuts through the hull with his lightsaber. The troops enter and quickly subdue a battle droid patrol. Anakin orders Ahsoka to lead the squad in destroying the reactors while he searches for R2-D2. The plan is to cripple the station's repulsorlifts, and let gravity do the rest.

R2-D2 has been dissected! His splayed body parts lay strewn atop the chopshop table while Gha Nachkt probes the little droid's protected files. Nachkt uncovers some sensitive Republic data. The Trandoshan scavenger excitedly calls Grievous with news that the droid's mission memory has never been erased. Gha, pleased with himself, demands an increase in his fee. All Grievous offers, however, is a lightsaber stabbed through Gha Nachkt's back. The Trandoshan is instantly killed.

As Ahsoka leads her troops deeper into the station, R3-S6 opens a transmission to General Grievous -- the little gold droid is a double agent! Rex and Ahsoka find the reactor room, but the general alarm has triggered a ray shield that prevents them from entering. Battle droid reinforcements arrive from either end of the corridor and open fire, forcing the clones to scatter for cover.

Grievous arrives at the corridor, unimpressed by Ahsoka and the clones. He ignites his lightsaber; Ahsoka does the same and charges the general. Grievous quickly overpowers her, tossing her aside. Grievous knocks out Rex, and as the cyborg general is about to plunge his lightsaber into the clone captain, Ahsoka stops his blade with hers.

Ahsoka is nimble enough to avoid Grievous' swipes and she runs away with R3-S6 following. Grievous alerts his troops about a second Jedi in the station while he continues to pursue the young girl. In a darkened storage room, Grievous stalks Ahsoka. She overhears the general confer with R3-S6, who updates Grievous on the Jedi mission. Ahsoka finally realizes that Goldie has been a spy and saboteur all this time.

Elsewhere, Anakin crosses paths with the MagnaGuards transporting R2-D2. He cuts through the droids, and Artoo begins to pull his body together. Reunited with Artoo, Anakin then radios the Twilight to rendezvous at the south landing bay for extraction.

As Ahsoka hides from General Grievous, she overhears the cyborg confer with the treacherous R3-S6. She finally realizes that Goldie has been a spy and saboteur all this time. Grievous dispatches R3 to interfere with Anakin's escape efforts. Ahsoka carelessly drops her guard and is plucked into the air by Grievous, who lifts her bodily off the ground by her throat. He grabs her lightsaber, eager to add it to his collection.

The Twilight docks at the landing bay. Anakin, R2-D2, R3-S6, Rex and trooper Denal arrive at the rendezvous point. Goldie slams the blast doors shut on Anakin and the clones, and sends battle droids after them. Anakin realizes his suspicions about R3's true loyalties were correct. A firefight erupts in the hangar, and Anakin orders Rex to trigger the explosives even though none of the team has yet to leave the station.

Explosions erupt deep in the station, shaking the whole structure. Ahsoka takes advantage of the distraction to escape from Grievous' grip and scurry away from the enraged cyborg. Grievous makes his way to his hangar, and leaves the dying station aboard his personal starfighter.

Anakin orders Artoo to get the hangar bay doors open by venturing through an access hatch to an exterior maintenance catwalk, and unlocking the doors from the outside. R2-D2 braves the winds as the station plummets through the clouds. R3-S6 follows him, and the two droids begin to fight!

Ahsoka cuts her way into the south hangar, and reunites with her master. They fight back-to-back defending against the droids. R2-D2 defeats Goldie and opens the door, allowing Anakin, Ahsoka, Rex and Denal to escape aboard the Twilight.

Later, as the Twilight flies away from Ruusan, Anakin reports to Obi-Wan Kenobi who is incredulous at the risks Skywalker took to save R2-D2. But Anakin has no regrets: Artoo is more than a droid. He's a friend.