"No gift is more precious than trust."
―Jedi Fortune Cookie[src]

"Weapons Factory" is the sixth episode of the second season of Star Wars: The Clone Wars. It is the twenty-eighth episode of the series overall. It was released on November 13, 2009 on Cartoon Network.


Luminara and Anakin act as decoys to divert new enemy super tanks, while Padawans Barriss Offee and Ahsoka attempt to destroy a Separatist droid factory.


The Republic army was pushing forward towards the massive droid foundry after destroying the main shield generator. Unduli's squadron of gunships was forced to land south of Anakin's position. Meanwhile, Ahsoka was briefing her clone squad on the battle plan to take control of the approaching bridge by destroying the gun emplacements on the other side, but Skywalker kept on interrupting her sentences. Once the briefing was over, she demanded of him why he kept on barging in her briefings, which made her believe that he doesn't trust her. Skywalker defended himself by saying that he just wanted to get the job done right, but this only strengthened Tano's irritation. They were arguing as Luminara and Barriss arrived to discuss the plan of attack.

The four Jedi analyzed the tactical data on the droid factory. Skywalker suggested a bold, frontal attack, but Unduli said that a frontal assault would be too risky. She suggested that they infiltrate the catacombs beneath the factory, accessible through the bottom of the gorge, enter the foundry and destroy its main reactor with explosives. Unduli opted that she and Skywalker keep Poggle the Lesser's forces occupied, while the Padawans infiltrate the factory, though Skywalker believed that Tano is not ready for a mission like this, despite her insistence.

As the Padawans took off, Unduli asked Skywalker as to why he doesn't want Tano participating, to which he doesn't answer. They prepared a frontal assault by having their troops move straight towards the bridge. Meanwhile, inside the factory, Lord Poggle and his tactical droid TX-21 monitored the factory's efficiency. Though it was operating at 50 percent capacity, it already churned out ten garrisons of new droids ready to deploy. A new weapon, super tanks capable of repelling Republic artillery, approached operational status as well. Anakin and Luminara, along with Captain Rex and Commander Gree's troops marched across the bridge to battle the droids. Unfortunately, they fell into a trap, as Geonosians start coming out of the surrounding spires, leaving their forces in a deadlock. As the Jedi continued to push forward, Poggle was advised by his tactical droid to set loose the super tanks, equipped with ray shielded armor powerful enough to stand against Republic artillery.

Meanwhile, the Padawans successfully entered the catacombs and proceeded towards the reactor room. They came across a corridor of sleeping Geonosians, and Tano stated that they need to find another way. Offee replied by saying they don't have time. They advanced cautiously, until one of the Geonosians dropped an arm on Offee's head. Tano helped her get out of the situation, and they got through, but the Geonosian awoke. The Geonosian went to alert Poggle and TX-21 about the Padawans. Offee and Tano reached the reactor room, and began setting the bombs. Just as they finished, Poggle, TX-21, and a group of Geonosians, along with a Super Tank, enter the room, and whil the tank occupied the Padawans, the Geonosians picked up the bombs. Tano realized this and attempted to thwart the Geonosians effort. She grabbed onto the legs of two of the soldiers, but was lifted into the air and knocked against the reactor, rendering her unconscious. As the Geonosians leave with the bombs, Offee was left with a choice; pursue the Geonosians and the bombs, or save Tano.

Above ground, the Republic artillery was no match for the super tanks, which required Skywalker to order a retreat. He intended to pull their forces out onto the bridge. While the forces were retreating, Skywalker and Unduli used detonators and planted them on the underside of the bridge. When all the bombs were set, Skywalker and Unduli went to the other side of the bridge and detonated the bombs. The Separatist forces were sent tumbling into the chasm below. The Masters' attention then turned to the Padawans and their mission.

Inside, Offee decided to take control of the tank, entering the tank and destroying the droid pilots. She took control as Tano woke up. Once inside the tank, the Padawans discussed their options. They realized that the only way to destroy the reactor was to blow it up with the tank, killing themselves in the process. Tano contacted her master, saying they wouldn't make it out. Skywalker pleaded to her to wait, but Tano executed the plan, and the reactor was destroyed, bringing down the factory with it.

After failing to maintain the connection with the Padawans, Unduli thought they were dead. Skywalker, however, resolutely refused to think that, and ordered the rubble to be moved. Below them, Tano and Offee struggled to stay conscious. Tano used a power cell to make her comlink emit a signal to her master, all the while joking about how they were going to die. Above ground, Skywalker received the weak signal, and together with Unduli, removed the debris, and freed the Padawans.

Seeing the Padawans alive, Skywalker told Unduli that she shouldn't have given up on them. Unduli replied that she didn't give up, yet she was prepared to let her student go, and asked Skywalker if he could. To this, he didn't answer. As Unduli commended her Padawan on a successful mission, Offee said that without Tano, they'd still be down in the rubble. Unduli agreed, and told Tano that her master never lost faith in her.





Created and Executive Produced by

Executive Producer

Supervising Director

Produced by

Directed by

Written by

Supervising Writer

Score by

Original Star Wars Themes and Score by



Droid Models




  • Gree's appearance in this episode was not confirmed in either the episode or its corresponding online guide. However, it was finally clarified in the Star Wars: The Clone Wars: New Battlefronts: The Visual Guide sourcebook.
Episode Guide
Star Wars: The Clone Wars | Star Wars: The Clone Wars: The Nightsisters Trilogy | Star Wars: The Clone Wars: Darth Maul Returns
Season 1
"Ambush" | "Rising Malevolence" | "Shadow of Malevolence" | "Destroy Malevolence" | "Rookies" | "Downfall of a Droid" | "Duel of the Droids" | "Bombad Jedi"
"Cloak of Darkness" | "Lair of Grievous" | "Dooku Captured" | "The Gungan General" | "Jedi Crash" | "Defenders of Peace" | "Trespass" | "The Hidden Enemy"
"Blue Shadow Virus" | "Mystery of a Thousand Moons" | "Storm Over Ryloth" | "Innocents of Ryloth" | "Liberty on Ryloth" | "Hostage Crisis"
Season 2
"Holocron Heist" | "Cargo of Doom" | "Children of the Force" | "Senate Spy" | "Landing at Point Rain" | "Weapons Factory" | "Legacy of Terror" | "Brain Invaders"
"Grievous Intrigue" | "The Deserter" | "Lightsaber Lost" | "The Mandalore Plot" | "Voyage of Temptation" | "Duchess of Mandalore" | "Senate Murders" | "Cat and Mouse"
"Bounty Hunters" | "The Zillo Beast" | "The Zillo Beast Strikes Back" | "Death Trap" | "R2 Come Home" | "Lethal Trackdown"
Season 3
"Clone Cadets" | "ARC Troopers" | "Supply Lines" | "Sphere of Influence" | "Corruption" | "The Academy" | "Assassin" | "Evil Plans" | "Hunt for Ziro"
"Heroes on Both Sides" | "Pursuit of Peace" | "Nightsisters" | "Monster" | "Witches of the Mist" | "Overlords" | "Altar of Mortis" | "Ghosts of Mortis" | "The Citadel"
"Counterattack" | "Citadel Rescue" | "Padawan Lost" | "Wookiee Hunt"
Season 4
"Water War" | "Gungan Attack" | "Prisoners" | "Shadow Warrior" | "Mercy Mission" | "Nomad Droids" | "Darkness on Umbara" | "The General" | "Plan of Dissent"
"Carnage of Krell" | "Kidnapped" | "Slaves of the Republic" | "Escape from Kadavo" | "A Friend in Need" | "Deception" | "Friends and Enemies" | "The Box"
"Crisis on Naboo" | "Massacre" | "Bounty" | "Brothers" | "Revenge"
Season 5
"Revival" | "A War on Two Fronts" | "Front Runners" | "The Soft War" | "Tipping Points" | "The Gathering" | "A Test of Strength" | "Bound for Rescue" | "A Necessary Bond"
"Secret Weapons" | "A Sunny Day in the Void" | "Missing in Action" | "Point of No Return" | "Eminence" | "Shades of Reason" | "The Lawless" | "Sabotage"
"The Jedi Who Knew Too Much" | "To Catch a Jedi" | "The Wrong Jedi"
Season 6
"The Unknown" | "Conspiracy" | "Fugitive" | "Orders" | "An Old Friend" | "The Rise of Clovis" | "Crisis at the Heart" | "The Disappeared, Part I" | "The Disappeared, Part II"
"The Lost One" | "Voices" | "Destiny" | "Sacrifice"
Star Wars: Darth Maul: Son of Dathomir ("The Enemy of My Enemy" | "A Tale of Two Apprentices" | "Proxy War" | "Showdown on Dathomir")

Crystal Crisis on Utapau ("A Death on Utapau" | "In Search of the Crystal" | "Crystal Crisis" | "The Big Bang")
Star Wars: Dark Disciple ("Lethal Alliance" | "The Mission" | "Conspirators" | "Dark Disciple" | "Saving Vos, Part I" | "Saving Vos, Part II" | "Traitor" | "The Path")

Season 7
"The Bad Batch" | "A Distant Echo" | "On the Wings of Keeradaks" | "Unfinished Business" | "Gone with a Trace" | "Deal No Deal" | "Dangerous Debt" | "Together Again"
"Old Friends Not Forgotten" | "The Phantom Apprentice" | "Shattered" | "Victory and Death"
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