C-3PO and R2-D2's bizarre caper continues. Forced to escape a Separatist attack in a Y-wing fighter, the droids visit the world of the Patitites, the odd planet Balnab, and the inside of a pirate warship where they are forced to fight in a gladiatorial arena.

General Krell orders Captain Rex and the clone troopers of the 501st Legion to conquer a heavily fortified Umbaran airbase, and will not accept anything less than victory. It is an almost certain suicide mission, unless the clones can use their ingenuity to defeat their new enemy.