Ahsoka and Luminara Unduli's Padawan Barriss Offee sneak into the droid factory to destroy it while their masters face the new indestructible "Super Tanks".

Ahsoka and Barriss are to transport critical supplies to a medical station, but their clone troops are infected with mind-controlling Geonosian worms which try to kill the Jedi. Barriss is also infected by this mind-controlling worm.