Battle of Ryloth / Legends The Battle of Ryloth took place in 22 BBY on the Twi ' lek homeworld of Ryloth during the Clone Wars . Seeking to steal the treasures of fellow Separatist Council member Passel Argente while claiming another victory for the Confederacy of Independent Systems , Techno Union Foreman Wat Tambor invaded the planet and executed the subjugation of the Twi ' lek people . Tambor ' s forces were met with early resistance from Galactic Republic military units and Twi ' lek resistance fighters led by Jedi General Ima - Gun Di and General Cham Syndulla , respectively . With the Confederacy ' s annihilation of the Republic fleet defending Ryloth , supply lines to the planet were severed , leaving the Twi ' lek population without food or medical supplies and the Republic forces stranded without reinforcements . Although Di and his troops were all killed , the Twi ' lek freedom fighters were saved by the timely arrival of Republic relief supplies from Toydaria . After being defeated by the Confederacy at Cazne , Syndulla led his compatriots into hiding . Finalizing defenses for his newly captured world , Emir Tambor placed Captain Mar Tuuk in command of the Confederate blockade guarding the planet and T - series tactical droid TX - 20 in charge of the proton cannons in the city of Nabat , while he made headquarters for himself in the conquered capital of Lessu . After receiving pleas for assistance from Ryloth ' s senator , Orn Free Taa , the Jedi High Council dispatched Jedi General Anakin Skywalker and his Padawan , Jedi Commander Ahsoka Tano , to eliminate the Separatist blockade and make way for clone trooper forces from the Grand Army of the Republic to land on and liberate Ryloth . Despite heavy losses to their fleet , Skywalker and Tano were able to break the blockade , allowing Republic troop transports — commanded by High Jedi General s Obi - Wan Kenobi and Mace Windu — to safely enter the Ryloth system . Once Kenobi , Clone Commander CC - 2224 , and the Republic unit Ghost Company had destroyed Nabat ' s proton cannons , Windu was able to land with his transports . En route to retake Lessu , Windu , Clone Commander CC - 6454 , and Lightning Squadron suffered losses in a battle with Separatist tanks , leading Windu to enlist the help of Syndulla and his freedom fighters . After Tambor began a firebombing campaign of the Twi ' lek villages , Syndulla finally set aside his previous quarrels with Taa and joined forces with Windu and the Republic . Once Windu and ARF troopers Razor and Stak were able to activate Lessu ' s plasma bridge , the only access to the city , the combined forces of Lightning Squadron and freedom fighters entered the city and routed the Confederacy in what became known as the Battle of Lessu . Tambor ' s own tactical droid , TA - 175 , escaped with the Emir ' s shuttle and left him stranded , and Windu was able to capture Tambor . Following the liberation of Lessu , Skywalker and Tano were left in command of the operations against the remaining Confederate holdouts on the planet . The two Jedi led the 501st Legion through the ruined city of Resdin , gradually clearing out the droid forces that were encamped there . During the conflict , Clone Captain CT - 7567 and Clone Sergeant CS - 2207 were captured by the bounty hunter Cad Bane , who was on the run after stealing the Gravitic Core , a part of Separatist scientist Kul Teska ' s newly developed superweapon . The clones were eventually rescued by Skywalker and Tano , but while trying to escape from Resdin , they and Bane were attacked by Teska himself , who managed to retrieve the Gravitic Core from them . Prelude . In 22 BBY , mere months into the first year of the Clone Wars , Techno Union Foreman Wat Tambor came to distrust fellow Separatist Council member and Corporate Alliance Magistrate Passel Argente . Tambor placed a spy droid close to the magistrate with hired assistance from the droid dealer Gha Nachkt , using his agent to track Argente ' s movements across the galaxy . Eventually , Argente arrived in the planet Ryloth ' s capital city , Lessu , to meet with Artruk , a broker hired to conceal Argente ' s treasures that had been pilfered from conquered worlds . Tambor witnessed the meeting , and seeking to claim Argente ' s treasures , he ordered that Ryloth be moved to top priority for a Separatist invasion . The Emir ' s endeavor was supported by the Confederacy , as Ryloth ' s strategic location on the Corellian Run and its spice trade – garnered wealth proved to be irresistible to the Separatists . Unbeknownst to Tambor , Argente ' s arrival in Lessu was being similarly monitored by Cham Syndulla , a Twi ' lek political revolutionary who opposed military interference on Ryloth by both the Confederacy and the Galactic Republic , the latter of which the planet belonged to as a member world . The arrival of Argente , a prominent Confederate councilor , on Ryloth indicated to Syndulla that the Clone Wars were inevitably going to reach the planet , and so he moved to prepare his people for a possible invasion without the assistance of the Republic bureaucracy . To that end , he formed the Twi ' lek freedom fighters , an organization comprised of Ryloth ' s natives who were determined to resist foreign oppression . The battle . The Confederacy ' s arrival . An under - supplied defense . As Syndulla predicted , a Confederate invasion force soon arrived and assaulted Ryloth , turning the world into a battlefield . Commanded by Wat Tambor , the Separatists first blockaded Ryloth with a fleet of two " Munificent " - class star frigates and the " Lucrehulk " - class Droid Control Ship " Procurer " . They then landed multiple C - 9979 landing craft with battle droid forces aboard , storming population centers on the planet , shattering civilian infrastructure , and burning the Twi ' leks ' crops . Led by Syndulla , who assumed the rank of general , the freedom fighters resisted the incursion with the aid of Nikto Jedi General Ima - Gun Di , whom the Galactic Senate had sent to aid the rebels . Accompanying Di were Clone Captain Keeli and the clone trooper forces of the Grand Army of the Republic under their command . In spite of Di ' s assistance and the efforts of a Republic fleet comprised of several " Venator " - class Star Destroyers that was being led by Admiral Dao , the battle was still heavily weighted in favor of the Confederacy , and the Twi ' lek people began to run out of resources such as food and water . Furthermore , the Separatists sent out squadrons of " Hyena " - class bombers , executing strafing runs on Twi ' lek encampments . The Republic ' s defense forces on the planet were ultimately forced to retreat into a canyon in order to provide protection for the families of the Twi ' lek resistance . With only three exits , the canyon forced the Confederate forces into a bottleneck while the freedom fighters and clones relied on trench defenses and covering fire from All Terrain Tactical Enforcers to keep the battle droids and their Armored Assault Tanks and bombers at bay . As the Twi ' lek population reached the point of starvation , the Confederacy pressed their attack against Di , Syndulla , and their forces . The freedom fighters ' heavy weapons had been disabled during the course of the battle , and both the Republic clones and Twi ' leks were badly in need of nourishment and reinforcements . During the Confederate push , Di and Syndulla met on the front lines to discuss the status of the conflict . The Jedi agreed with the Twi ' lek general ' s assessment of the situation and so contacted Dao in orbit to request a supply delivery . Despite his loyalty to Di ' s cause , Dao was unable to provide relief , as his fleet was suffering heavily under an assault by the Confederate blockade and Vulture droid starfighters and was swiftly running out of fuel and munitions . Regardless of the setback , the admiral agreed to contact the Jedi High Council on the galactic capital of Coruscant and inform them of the dire supply shortage . During Dao ' s communication with the Council , the Confederate fleet disabled his cruiser ' s reactor , resulting in a gradual failure of other systems and ultimately the destruction of his ship . With Dao ' s fleet destroyed , all Republic supply lines to Ryloth were severed , leaving Di and his men trapped on the world . As lines of Separatist B1 and B2 battle droids pressed their attack on Di ' s entrenched forces , the Confederate tanks targeted one of the Republic ' s trench encampments , annihilating all of the supplies there . Though the Republic forces were trapped in the canyon when the right flank collapsed , Syndulla and his subordinate , Gobi Glie , had the refugees prepare to evacuate the battlefield . Unable to use their remaining LAAT / i gunship to evacuate the Twi ' lek civilians because of its inadequate size , Di opted to turn the gunship into a bomb to collapse a nearby pass . The Separatists would be forced to engage Di and the clones on a single front , and the clones would hence be able to provide the freedom fighters and their families with cover to escape . While Syndulla and Glie began the retreat , Keeli ' s clones moved the gunship into position near the pass and reconfigured its fuel system to serve as an explosive . Sighting the gunship , the Separatist OOM battle droid commander ordered two scouts forward to investigate the craft blocking their path , and it was then that the clones activated the explosives . With the Twi ' leks retreating , Di and Keeli marshaled their forces to provide them with cover and launched an attack on the Separatists . Although their sacrifice resulted in their obliteration by the droids , it was not in vain . The Republic was able to gain permission from King Katuunko of Toydaria to use his planet as a staging ground to deliver supplies to the Twi ' lek refugees , and a trio of " Pelta " - class supply ships were thus able to gain the range necessary to break through the blockade with supplies for the starving civilian population . The Twi ' leks finally received their much - needed supplies when the frigates arrived at Ryloth and sent down escape pods with food and medical supplies . Following Tambor ' s subjugation of the planet , the freedom fighters suffered heavily in a confrontation with the Separatists on the Cazne flatlands . The region was severely scarred and cratered in the conflict , and many Confederate ships and transports were destroyed . However , Syndulla ' s forces were forced to go into hiding as the droids continued to hunt them down . The freedom fighters created hideouts within the shells of downed Confederate transports . These bases not only housed soldiers , but refugees as well , providing a safe haven for any Twi ' lek who managed to escape capture by the Separatists . Tambor ' s defenses . As the Confederacy ' s subjugation of Ryloth continued , the Twi ' leks were forced from their homes and starved . The Confederate army , seeking to send a message to Ryloth ' s governments , ravaged the city of Resdin , reducing it to little more than rubble . The message was understood by the nearby capital of Lessu , which surrendered to the Separatists without any resistance . Wat Tambor placed T - series tactical droids in command of Ryloth ' s defenses and gave Captain Mar Tuuk command of the blockade of Ryloth while he took up residence in Lessu . Meanwhile , in the city of Nabat , TX - 20 , the tactical droid in charge of the town , had the village ' s Twi ' lek prisoners placed near the Separatist J - 1 semi - autonomous proton cannon s , using the hostages as " living shields " to prevent any liberating forces from attacking the guns . The droid also planned to use large gutkurr beasts to defend his droid detachment and had a droid sergeant starve the creatures in cages so as to make them more vicious when released . The Separatists employed the Twi ' leks as living shields at a number of their bases , imprisoning the civilian populace as such ; their treatment of Ryloth was meant to serve as an example to Republic worlds of the cost of resisting the Droid Army . However , the Twi ' lek child Numa was able to avoid capture by the Separatists in Nabat , hiding in the empty town and the tunnels beneath it . Shortly after the Confederate invasion , the Jedi High Council received a plea from the Galactic Senate for assistance . Ryloth ' s senator , Orn Free Taa , requested that his planet be freed from the Confederate oppression , and the Jedi Council devised a plan to invade and liberate Ryloth . Jedi General Anakin Skywalker and his Padawan , Jedi Commander Ahsoka Tano , would breach the Confederate blockade surrounding the planet , allowing Jedi Generals Mace Windu and Obi - Wan Kenobi to land with the invasion force , consisting of several units of clone troopers from the Republic ' s Grand Army . Anticipating a Republic assault , Tuuk dispatched four of his " Munificent " - class frigates — including Battlecruisers 17 and 19 — to wait just outside of Ryloth space , a hyperspace jump away from Ryloth . Once the Republic arrived , Tuuk planned to lure them into a trap and use his reinforcements to annihilate the incursion forces . The Republic assault . Breaking the blockade . The first wave of the Republic assault was led by Skywalker , Commander Tano , and Admiral Wullf Yularen , who set out with their task force to break Tuuk ' s blockade of Ryloth . Upon emergence from hyperspace , their trio of " Venator " - class Star Destroyers — the " Resolute " , " Defender " , and " Redeemer " — engaged Tuuk ' s forces , which consisted of his flagship , the Droid Control Ship " Procurer " , flanked by two " Munificent " - class frigates . Tano , piloting her Delta - 7B interceptor in her first command position , took the V - 19 Torrent starfighter unit Blue Squadron into battle against advancing Vulture droid starfighters . With the droid fighters occupied , Tano hoped to be able to make a successful attack run on the blockade , and she and clone trooper pilot Axe led their squadron through the thicket of droid starfighters . However , Tuuk soon ordered his nearby reinforcements to join the battle . The four frigates arrived out of hyperspace and engaged the attacking Republic fleet , prompting Yularen and Skywalker to order Tano back to the cruisers for a retreat . Tano , confident in her ability to break the blockade , disobeyed the order and continued toward the enemy , continuing to lose pilots along the way . When Vulture droids began to break Republic lines , Tano acquiesced and attempted to return to the " Resolute " , but the cruiser was already suffering under repeated impacts from Vulture droids on suicide runs . A single droid fighter slammed into the bridge where Skywalker and Yularen stood . Tano had lost the majority of her squadron by the time she returned , with only two of the original ten fighters in her squadron — pilots Kickback and Swoop — surviving the battle . Yularen was critically injured , the " Redeemer " was destroyed under increasing fire , and both the " Resolute " and the " Defender " were forced to retreat in flames . Having successfully repelled the Republic offensive , Tuuk began preparations for Skywalker ' s inevitable return . The Republic fleet regrouped outside of the combat zone in order to take an accounting of the fallen and tend to the wounded . After consoling a severely dejected Tano , Skywalker conferred with Generals Windu and Kenobi . He delivered the report of their failure , and was given one planetary rotation to breach the blockade , despite only half his original forces remaining . In an attempt to both bolster Tano ' s confidence and complete his mandate , Skywalker devised a plan to ram the heavily damaged " Defender " into Tuuk ' s " Procurer " . Skywalker evacuated the " Defender " , moving all crew and supplies to the " Resolute " , and he and the astromech droid R2 - D2 took control of the " Defender " , while command of the remaining fleet was given to Tano . Skywalker piloted the " Defender " back to the Ryloth system and offered himself , the ship , and its crew to Tuuk , in exchange for the passage of food and medical supplies to the Twi ' lek people . Tuuk accepted , eager for the glory that would come with capturing the famed General Skywalker . Only after a complete scan of the " Defender " did Tuuk realize that there was only one life form aboard . As Skywalker piloted the " Defender " full speed at the " Procurer " , Tuuk ordered the incoming ship destroyed . However , the cruiser could not be stopped , even by the combined firepower of all the ships in the blockade . The " Defender " smashed directly into the " Procurer " central sphere , shortly after Skywalker and R2 - D2 fled in an escape pod . Tuuk escaped his command ship before its destruction , leaving the OOM command battle droids in charge of the remainder of the fleet . Meanwhile , Tano was to command the " Resolute " and engage the remaining Confederate fleet of six " Munificent " - class frigates . After conferring with Clone Captain CT - 7567 , nicknamed " Rex , " a navigation officer , and Yularen , Tano planned to angle the bottom hull of the " Resolute " toward the blockade , thereby protecting the bridge and main hangar . This classic Marg Sabl maneuver would draw the frigates in , allowing them to be outflanked by the " Resolute " bombers . Putting Tano ' s plan into motion , the " Resolute " returned to the Ryloth system and began to move into position . The confused Confederate forces closed in , and Tano proceeded to lead a squadron of BTL - B Y - wing starfighter s and V - 19 Torrent starfighters against the " Munificent " - class frigates . The Republic fighters managed to eliminate the Confederate blockade shortly before the arrival of Windu and Kenobi ' s invasion force , consisting of three " Acclamator " - class assault ships . While Generals Windu and Kenobi prepared to land , Skywalker ' s escape pod was retrieved by a " Nu " - class attack shuttle . Skywalker and Tano stayed to secure the space around Ryloth , and Skywalker subsequently disabled several pistoeka sabotage droids . Landing in Nabat . As the Republic ' s ground forces descended upon the planet , Commander TX - 20 opened fire on their transports with the proton cannons placed in the city of Nabat . One transport took heavy damage and began to fall from the sky , prompting Windu to task Kenobi with capturing the city and destroying the cannons . While Windu pulled out of the area to avoid further damage , Kenobi landed in Nabat with the Republic unit Ghost Company aboard the " Crumb Bomber " and other LAAT / i gunships . Although their mission was to retake the city , Ghost Company was forced to limit themselves to blasters and EMP grenades , so as not to destroy the Twi ' leks ' homes . After utilizing the EMP grenades to take out the droids manning double - barrel blaster cannons in a bunker on the outskirts of the city , Kenobi and his clone forces entered the village and set up a temporary camp . With their base established in the city , Marshal Commander CC - 2224 — nicknamed " Cody " — went to scout ahead with clone troopers Wooley , Waxer , and Boil . After discovering that the Twi ' leks were being held hostage , Cody and Wooley returned and reported their findings to Kenobi and Windu . However , a recon droid sent by TX - 20 was spying on them , and overheard their conference . Soon after , the tactical droid ordered the captured and starved gutkurrs released to destroy the Republic forces . Waxer and Boil , who had meanwhile stumbled across the young Twi ' lek girl Numa , were the first to encounter the creatures , and managed to escape into a secret underground passage in Numa ' s home . Kenobi and Ghost Company ran into the creatures , but Kenobi managed to lure the gutkurrs into an alley with the Force , and the beasts were trapped after Cody and his men blasted the bridge above the entrance . Waxer and Boil emerged from the tunnels with Numa , who was able to lead Kenobi to the prisoners . With the hostages in danger , Cody and his men went to create a diversion , while Kenobi headed through the tunnels with Waxer and Boil to free the captured Twi ' leks . Once Ghost Company had mounted the diversionary assault on the battle droids , Kenobi and the two clones managed to liberate the Twi ' lek hostages , and the freed prisoners escaped into the tunnels . Kenobi then took control of one of the proton cannons , and with the help of Waxer and Boil , he managed to take out the rest of the cannons . However , a shot from TX - 20 ' s Armored Assault Tank blasted the three aside . As the tactical droid aimed his cannon at Kenobi and Numa , the latter of whom had joined the Jedi General on the battlefield , the former Twi ' lek hostages attacked the droid and destroyed him in quick succession . With the cannons no longer harassing them , Windu ' s " Acclamator " - class transports were able to land . After Waxer and Boil said goodbye to Numa , Windu ' s forces headed to the capital city of Lessu to retake it and free the planet , while Kenobi headed south to secure the Jixuan desert and the rest of the planet ' s southern hemisphere . The road to the capital . While attempting to liberate the capital , Windu , Clone Commander CC - 6454 , nicknamed " Ponds , " and Lightning Squadron took a cliffside path to the city aboard AT - TE walkers . On their journey , they were ambushed by Confederate AATs from a nearby hill , and the tanks disabled the two front walkers . Once this was done , the droid commander sought to disable the rear walkers as well , in order to trap the Republic forces on the cliffside and make it easier to eliminate them . However , Windu evacuated the disabled lead walker and used the Force to push it over the cliff , allowing Lightning Squadron to move forward and use their AT - RT walkers to attack the Confederate forces . Leading the assault , Windu and Ponds eliminated the droid tanks , and the Republic forces continued toward the capital . Despite the victory , Windu had lost thirty - two men and three AT - TE walker command crews ; he would need further help if he was going to complete his mission . During a conference with Supreme Chancellor Palpatine , Senator Orn Free Taa , Grand Master Yoda , General Skywalker , and Admiral Yularen , Skywalker reported that the space around Ryloth was secure . Kenobi , meanwhile , had taken control of the southern hemisphere , leaving it up to Windu to take the capital . Windu sought to acquire aid from the local resistance force led by Cham Syndulla . Despite the objections of Taa on the Republic ' s political relations with Syndulla , Windu believed it to be the only way to take the city , as Republic reinforcements were unavailable . Windu took two Advanced Recon Force troopers , Razor and Stak , to Cazne to find the freedom fighters . Noting a Twi ' lek graveyard and a squad of droids , Windu and the troopers hid in the shadows of an inactive C - 9979 landing craft . The Confederate battle droid patrol was ambushed by the freedom fighters , and Windu finally met Syndulla , who expressed his misgivings about helping the Republic . Meanwhile , the Confederate Head of State Count Dooku was not pleased by Tambor ' s failure in maintaining Ryloth . Dooku urged the Techno Union Foreman to retreat after stealing whatever treasures remained on Ryloth . Dooku also ordered everything to be destroyed — all villages , and even the capital — with the idea of showing the galaxy the " cost " of a Republic victory . Tambor ' s tactical droid , TA - 175 , intended to obey Dooku ' s orders , but Tambor was not yet ready to leave . The Emir stayed behind and awaited his treasure - bearing convoys to return , unwilling to leave until every last treasure was his . As the Republic forces came closer to the city , the Confederacy armed " Hyena " - class bombers to destroy the nearby Twi ' lek villages . TA - 175 also piloted an Armored Scout Tank during the battle . After the bombers had been launched , Skywalker and Tano quickly set out in their Delta - 7B starfighters with a BTL - B Y - wing starfighter squadron to intercept the bombers . Among the Twi ' lek resistance , Windu was given a tour of their base , and asked Syndulla to help free Ryloth . Syndulla was reluctant , believing that the occupation of the Republic ' s clone army , following the Confederacy ' s defeat , would not make Ryloth free . Furthermore , Syndulla was a political rival to Senator Taa and did not trust him . However , a Confederate bombing of a Twi ' lek village witnessed by Ponds and the rest of Windu ' s forces reminded Syndulla of the death and devastation being wrought on his world , and he agreed to speak with Taa . With the help of Master Windu , Syndulla and Taa reached an agreement : Taa would not let an armed occupation befall Ryloth , while Syndulla promised not to seek political power . Syndulla then took his fighters to join with the clone army . Tambor ' s last moves . With Tambor targeting the innocent Twi ' leks , Skywalker , a Jedi Knight , and their Y - wing starfighter squadron moved to challenge the Separatist bombers at the Twi ' lek settlements . Skywalker and his Jedi Knight companion fought through hordes of " Hyena " - class bombers and ground artillery forces until they reached the first village , where they and their fighters cut through additional " Rogue " - class starfighters . Skywalker and the Jedi Knight successfully pushed the last of the droid starfighters away from another village , securing Ryloth ' s skies and ensuring that the villages remained safe . The Jedi Knight also fought on the Republic ' s front lines , cutting through assaulting battle droids . As the Republic continued to drive the Separatists back toward Lessu , Tambor — at the advice of TA - 175 — had his forces target yet another village , and the Republic forces quickly moved to secure the settlement . Clone Captain Breaker and the Jedi Knight who had flown with Skywalker set up a series of turret defense platforms along the route that the Separatists intended to take through the village ; the Republic forces hoped to force the Separatists back to Lessu . With the aid of a BARC speeder clone trooper squad , the Republic battle group was able to repel the Confederacy ' s B2 - HA series super battle droid s , OG - 9 homing spider droids , and other forces , ensuring the safety of the village . As the Republic maintained a tenuous grip on Ryloth , a Separatist fleet moved in to attempt to retake the war - torn world . A single Republic " Venator " - class Star Destroyer stood against the massive invasion armada , comprised of numerous " Providence " - class carrier / destroyers and " Recusant " - class light destroyers . Meeting the fleet in the asteroid field over Ryloth , the Republic Star Destroyer was able to withstand barrages from the flotilla and did significant damage to the invading destroyers , forcing them to flee from Ryloth . Liberation of Lessu . There was still the problem of entering the capital , as a plasma bridge was the only form of access , and its controls were inside the city itself . Furthermore , Tambor had ordered the civilians out of the city , employing the use of a " living shield " as tactical droid TX - 20 had done earlier . As long - range fire would be impossible without taking innocent lives , Windu , Syndulla and their forces were forced to activate the bridge . Noticing several Multi - Troop Transports hauling the last of Tambor ' s treasures to him , Windu planned to infiltrate the convoys with Stak and Razor . They would only have a few seconds before being detected by the B1 battle droids monitoring the bridge and would need those few seconds to get across to the other side , as the bridge would be deactivated once they were detected . Windu and the troopers would reactivate the bridge and allow the Republic forces to cross and take the city . Windu and the troopers attacked one of the two supply transports and stowed away aboard . Halfway across the bridge , they were detected by the battle droids with scanners . The three attacked the droid guards , at which point Syndulla and Ponds commenced the attack to gain time and allow the three to cross . However , the Confederacy managed to deactivate the bridge before Windu and the two clones reached the other side . Windu Force - pushed the two ARF troopers across to the other side , while he himself used a hijacked Single Trooper Aerial Platform to get across . Windu engaged the droid forces alone , and the two clones fought for the bridge ' s controls and reactivated the bridge . Syndulla led the charge across , and Windu proceeded to capture Tambor . Battle droids and BX - series droid commandos attacked Stak and Razor in the control room , but the two managed to fend them off . Tambor prepared to escape in his shuttle , but discovered that TA - 175 , unwilling to disobey Dooku , had already left without him . Aboard the shuttle , the tactical droid reported Tambor ' s refusal to leave to Dooku . The count stated that it was " unfortunate , " but ordered the bombers to destroy the capital , even at the risk of Tambor ' s life . As Windu held Tambor at lightsaber point , the bombers headed toward the city and prepared to launch their explosives . However , the timely intervention of Skywalker and Tano in their Delta - 7B starfighters prevented the city from being destroyed . Tambor surrendered to Windu and Syndulla , and Ryloth ' s capital was free . Shortly after the conclusion of the battle in Lessu , the Twi ' lek people and clone forces held a parade in honor of their victory . Senator Taa , Syndulla , Windu , and Ponds watched the procession . Final actions . Battle through Resdin . Following the recapture of Lessu , Generals Kenobi and Windu pulled out of Ryloth , leaving Skywalker and Tano in command of the Republic forces on the planet . Along with the 501st Legion , the two Jedi were tasked with clearing out the remaining Confederate holdouts , which — despite the capture of Wat Tambor and their defeat in the battle — were continuing to resist surrendering to the Republic . The fighting soon began to escalate once more , prompting the Republic to send in reinforcements under the command of Jedi Master Tanis and Commander Flybane . During one of the battles against the Confederacy , Skywalker , Tano , and Captain Rex led an assault on the droid forces in the wastes close to the city of Resdin . The Jedi themselves infiltrated the Confederate lines , attacking the battle droids and eventually defeating a large octuptarra magna tri - droid , the last of the droids in the general vicinity . The 501st was then transported to the ruined Resdin , which had been kept under Separatist occupation throughout the Republic ' s initial invasion and where pockets of droid resistance were still based . Encountering B1 , B2 , and sabotage droid s along the way , Skywalker and Tano battled their way to the three generators that powered the plasma bridges in the outer sectors and reactivated them . With the bridges enabled , the troop reinforcements and AT - TE walkers were able to move into Resdin . Entering Resdin , Clone Sergeant CS - 1004 , nicknamed " Kano , " and his squad of troopers found battle droid Outpost Two . Receiving clearance from Skywalker to handle the Separatists on its own , the group fought its way through a multitude of battle droids to neutralize the outpost . After eliminating the droids stationed in a large courtyard , Kano and his men intercepted a battle droid conversation and discovered that there were a string of outposts in the area . Before they could move on from the courtyard , the squad was pinned down by droid reinforcements that were pouring out of the surrounding buildings . Receiving a distress call from the clones , Tano and Skywalker set out to rescue them . During their trek to the courtyard , the two Jedi hijacked a pair of STAP speeders and traveled through a canyon while pursued by droid forces . After defeating their attackers , the two disembarked their STAPs and entered the courtyard , repelling the droids that were assaulting Sergeant Kano ' s squad . Joining forces with the Jedi , the clone squad left the courtyard in search of the droid outposts . After eliminating a number of them , the Jedi and clones came upon a tower that was being used as a Confederate command post . While crossing a bridge to reach the tower , the Republic force was attacked by Vulture droid starfighters . During one of the droid ' s attack runs , Sergeant Kano and his men were separated from the Jedi . Despite Tano ' s wish to rescue the troopers , Skywalker reminded her of their mission , and the two continued on toward the tower . Defeating several waves of droids , the two eventually succeeded in destroying the tower and returned to aid the clones . After calling for a medical evacuation transport , the clone squad was ferried out of Resdin in a Republic gunship . A new threat . Meanwhile , the bounty hunter Cad Bane had come to Ryloth following his hijacking of the core of a newly developed gravity weapon built by the Separatist scientist Kul Teska . Teska himself mounted an assault on the space station Juma 9 to use the station ' s scanners to search for the Core , which he tracked to Ryloth . The Skakoan scientist requested the remaining droid forces on Ryloth from Count Dooku to distract the Republic while he himself retrieved the weapon core . Back in Resdin , Captain Rex and Advanced Recon Commando Sergeant CS - 2207 , nicknamed " Boomer , " went on a night patrol of the city ' s narrow streets using AT - RT walkers . The two were ambushed repeatedly by battle droids , surviving encounters with droidekas , LM - 432 crab droids , and other battle droids . The clones eventually came upon a bend in a canyon and saw a dark figure run out from behind a building — Cad Bane . Upon investigation of the figure , Rex and Boomer came under attack and sent a distress call to Skywalker and Tano . The two Jedi rushed to the clone ' s last known location , jumping from pipes , scaffolding , and rubble to traverse a deep canyon . At the mouth of the canyon , the two were attacked by several IG - 100 MagnaGuards . After defeating all of the droids , Skywalker and Tano continued onward to search for Rex and Boomer . The two clones had been rendered unconscious , cuffed in explosive - wired binders , and taken to an underground hangar by Bane . When Rex and Boomer woke up , the bounty hunter explained his terms to them and forced them to help him fight the approaching battle droids . Unable to refuse his demands , the clones complied , and Bane unlinked their binders . The troopers retrieved their weapons and defended Bane , gradually pushing back the droid forces that were pouring into the hangar . After closing all the hatches and entrances and halting the droids ' advance , Rex and Boomer were assaulted by a Vulture droid that had crashed through the hangar door . Bane provided Rex with heavy artillery weaponry , which Rex used to make short work of the starfighter droid . The group continued the fight against Separatist reinforcements of B1 , B2 , and sabotage droids . Outside of the hangar , Skywalker and Tano were still searching for Rex and Boomer . After fighting through numerous battle droids on a cliffside path , the two heard the sounds of battle coming from within a tunnel . Following the sounds into the hangar , they found Bane , Rex , and Boomer battling waves of droids . Grudgingly deciding to assist the bounty hunter for the sake of the clones , Skywalker and Tano joined the fight . After Skywalker destroyed a tri - droid and ended the Confederacy ' s advance , Bane opened fire on the Jedi and clones . However , his blaster fire was deflected by Skywalker , causing the bounty hunter to lose his balance and fall from his perch atop a platform . Skywalker then severed the clone ' s binders , neutralizing Bane ' s bargaining chips . The two clones took the bounty hunter ' s blasters from him . With the hangar about to collapse at any second , Bane offered his Telgorn dropship , the " Sleight of Hand " , as an escape craft , and the Jedi took him up on his offer . No longer in possession of his weapons , Bane reluctantly agreed to carry the stolen cargo to his ship so that the Jedi could take it to the Republic for investigation . Rex and Boomer went ahead of the Jedi and Bane to scout out an elevated position from which to provide covering fire and clear out any droids in the area . As the two clones left the hangar , they traveled alongside a path that overlooked Ryloth ' s wastes . After destroying another tri - droid roaming the wastes , the clones were assaulted by waves of battle droids coming down from a nearby hill . Leaving the hill , Rex and Boomer encountered a pair of tri - droids emerging from within a tunnel . Using rocket launchers , the clones destroyed the massive droids and continued on . Meanwhile , Skywalker and Tano began their trek to the " Sleight of Hand " with Bane and the Core in tow . The two Jedi protected the bounty hunter from attacking B2 , B2 , destroyer , and chameleon droid s while he struggled to haul the Gravitic Core to his ship , periodically taking cover behind crates to rest . While making their way toward the ship , the Jedi ' s path was blocked by starship rubble . After Rex fired a rocket at it , Skywalker , Tano , and Bane climbed up the debris . When faced with a gap over a deep canyon that separated them from the " Sleight of Hand " , Skywalker and Tano leaped across and used the Force the lower the wing of a downed fighter , allowing Bane to follow . Taking a cliffside path , the three moved beyond the clones ' range and were forced to cope without the troopers ' covering fire . Skywalker and Tano jumped to the ground and eliminated a thicket of B1 , DSD1 , sabotage , and destroyer droids . After the Jedi had disabled a squad of LM - 432 crab droids , the three crossed a chasm by stepping over a destroyed NR - N99 " Persuader " - class droid tank to the adjacent ridge . Arriving at the " Sleight of Hand " , Bane retrieved a hidden pistol and prepared to kill the Jedi and take the weapon for himself . However , a nearby pile of rubble exploded . Although Skywalker and Tano were occupied with levitating the debris , Bane ' s firing hand was hit by a piece of wreckage before he could take advantage of the Jedi ' s distraction . Kul Teska himself blasted out of the wreckage and confronted the group . When the scientist attempted to seize the Core with a grappling hook , Skywalker used the Force to throw it into Bane ' s ship . Tano pinned Bane beneath a metal slab , preventing him from running off with his ship . An enraged Teska engaged the Jedi , charging at them using the enhanced abilities of his modified pressure suit and firing volleys of missiles from launchers mounted on his back . After Skywalker repeatedly used the Force to redirect his missiles back at him , Teska encased the two Jedi within an energy bubble , incapacitating them . However , before Teska could escape in Bane ' s ship , Rex and Boomer arrived and confronted Teska until the scientist was eventually forced to issue and ultimatum : either save their Jedi commanders or kill Teska . As the energy bubble began to close in on Skywalker and Tano , the clones decided to chose to rescue the Jedi . While the clones deactivated the bubble , Teska boarded the " Sleight of Hand " and escaped with his weapon . Cad Bane also escaped , fleeing Ryloth and the Republic forces . Aftermath . The battle on Ryloth came to a conclusion following the conflict with Teska . Now armed with the knowledge of the Confederacy ' s new superweapon , Skywalker and Tano contacted Jedi Grand Master Yoda and Generals Windu , Kenobi , Plo Koon , and Kit Fisto on Juma 9 . The group was joined by the Jedi Aayla Secura and Luminara Unduli , who had encountered Separatist forces on the world of Alzoc III , where Bane had stolen the Core from Teska . During the holographic transmission , the Jedi received a distress signal from Senator Padmé Amidala of Naboo , who was investigating Confederate activity on Behpour , a planet in the Naboo system . Amidala reported that she had been spotted before her connection was severed . The Jedi prepared to lay siege to Teska ' s facility on Behpour , from which the scientist had harnessed his gravitic beam to collapse the Naboo sun , with the objective of rescuing the senator and destroying the Confederate superweapon . With a common enemy , Taa and Syndulla had managed to reach a resolution to their long political debate that had lasted for years prior to the Clone Wars . In addition , Separatist Council member Wat Tambor had been arrested , and Ryloth was no longer under Confederate rule . However , Captain Mar Tuuk had escaped , as well as TA - 175 and the shuttle containing most of the Confederacy ' s stolen treasures . The pistoeka sabotage droids that Skywalker had disabled during the battle were retrieved , and a Jedi Knight hacked into the droids to recover the contents of their memory banks . Journals by Jedi who had fought in the Battle of Ryloth were eventually published in a collection of Jedi Battle Logs . Behind the scenes . The Battle of Ryloth was one of the first major battles to be featured in the 2009 , as it was spread out over the span of three episodes : " Storm Over Ryloth , " " Innocents of Ryloth " and " Liberty on Ryloth . " This allowed an array of characters to be featured , expanded upon , and introduced into both the television series and " Star Wars " canon . " Storm Over Ryloth " introduced the battle and the Jedi ' s " different tasks , " while " Innocents of Ryloth " portrayed the Republic ' s landing on Ryloth with inspiration from the real - life of , and " Liberty on Ryloth " served as the television series ' conclusion of the storyline . The capture and subjugation of the Twi ' leks in itself was used to portray the greater stakes of war in the series . The events during the Battle of Ryloth were later expanded upon by the 2009 video game " " , which took place immediately after " Liberty on Ryloth " and documented the involvement of both Cad Bane and Kul Teska in the battle . In September 2010 , a year and a half after its original introduction to the television series , the Battle of Ryloth was expanded upon in the series ' episode " Supply Lines , " which served to portray the initial Republic effort that assisted Cham Syndulla in his struggle against the Separatists ' subjugation of Ryloth . Spring 2011 saw the Battle of Ryloth be featured as part of the " Hasbro Biggest Battles " promotion , in which Hasbro codes could be redeemed for exclusive mini - games featuring the battle . That same year , the battle was also featured in the non - canonical video game " " . As of the conclusion to the television series ' third season , the Battle of Ryloth has been ranked by " Star Wars Insider " as one of the largest engagements seen in the series , with the others being the Battle of Christophsis , the Second Battle of Geonosis , and the Battle of Kamino . The script of " Storm Over Ryloth " originally called for Anakin Skywalker to be fighting alongside his Padawan against the Separatist blockade . However , this was later adjusted by a request from Series Producer George Lucas to build off of Ahsoka Tano ' s inexperience that led her through her struggles and lessons learned during the episode . Captain Mar Tuuk was also a character whose participation in the battle was slightly adjusted ; he was originally to die aboard his flagship when the " Defender " crashed into it but was saved from death when he proved to be interesting to Lucas . Inconsistencies . " The Complete Star Wars Encyclopedia " entry on Ryloth implied that the Jedi had launched a counterattack to retake Ryloth because it had fallen to the Separatists thanks to the efforts of Count Dooku and Twi ' lek leader Kh ' aris Fenn , but this connection awaits clarification , as " The Clone Wars " series portrayed Ryloth as politically unaffiliated with the Separatists prior to the battle . The young readers ' books " " and " " place the Battle of Ryloth between the Battle of Malastare and the Battle of Kamino , which does not adhere to the timeline of events compiled by Holocron continuity database manager Leland Chee for " " . The young readers ' books also suggest a dating of 20 BBY , over the 22 BBY dating established by " The Essential Reader ' s Companion " . It is therefore assumed that the young readers ' books are in error . Video game portrayals . " Republic Heroes " . The Nintendo DS edition of " Republic Heroes " presented numerous alternate storylines that conflicted with the television series . In the game , trooper Waxer teams up with Ahsoka Tano to destroy the proton cannons in a settlement on the planet . The two advance through the streets of one of Ryloth ' s settlements , fighting B1 and B2 battle droids along the way and working together to activate switches and open doors . Just near the plaza where the proton cannons are located , Waxer and Tano are temporarily stopped by a shielded turret , but manage to deactivate its shield by overloading the nearby power generators . After destroying the turret , Waxer and Tano find out that the entrance to the plaza is sealed . They contact General Obi - Wan Kenobi — who , along with Commander Cody , is advancing from the other side of the town — and request his assistance . Kenobi soon arrives , helps Tano to open the gates , and the two Jedi successfully destroy the cannons . This sequence of events contradicts the portion of the battle portrayed in " Innocents of Ryloth . " Cad Bane later contacts the Republic from a Separatist prison on Ryloth where he is being held and offers to sell information about a secret Confederate facility , but insists on only dealing with Senator Padmé Amidala . The Jedi believe the bounty hunter ' s information to be critical in uncovering a large Separatist plot and decide to rescue Bane , sending Jedi Master Kit Fisto as Amidala ' s escort . The two infiltrate the prison and rescue the bounty hunter , but Fisto gets separated from the senator in the process . Bane promises to reveal the information if Amidala takes him to his ship , the " Xanadu Blood " , and they fight through battle droids before eventually reaching the craft . Sticking to his word , Bane tells the senator of Juma 9 — which , in this case , is a strategic Confederate outpost , while in the other editions of the game , it is an active Republic mining facility . It is protected by a defense perimeter , which can only be bypassed with recent Separatist clearance codes . Fisto remembers that while he has been in the Vassek system , his scanners picked up an energy reading from Confederate General Grievous ' s lair . The Jedi believe that such a power source may indicate the presence of a Separatist archive containing the codes . Jedi Master Luminara Unduli and Clone Commander CC - 1004 are sent to retrieve the data , and the pair successfully completes the task . Back on Ryloth , the Separatists plan to retreat but intend to destroy the city in which they are based with their bombers . Unable to contact the Republic fleet for assistance because of the Confederacy ' s tower - mounted jamming device , Windu infiltrates the city via a bridge to eliminate the jammer . Though Kul Teska tries to stop him , Windu reaches the top of the tower and defeats the scientist . Two bonus levels can also be unlocked that involve Cody and Waxer racing through the proton cannon – housing settlement . Because of this story ' s extremely conflicting plot that would otherwise require too much fan - based speculation to integrate into the canonical battle storyline , this article assumes that the Nintendo DS edition of " Republic Heroes " is non - canonical . " LEGO Star Wars III : The Clone Wars " . " LEGO Star Wars III : The Clone Wars " depicted the Battle of Ryloth in its adaptations of the television series . In addition to presenting more humorous and comical depictions of the battle , the game also modified the battle ' s storyline . The game portrays the Dark Acolyte Asajj Ventress as the reason for the Confederacy ' s occupation of Ryloth , for in the game , she is the one who orders Wat Tambor to invade Ryloth . In the main versions of the game , during Anakin Skywalker ' s attack on the Separatist blockade , Ahsoka Tano joins Skywalker in rescuing a " Venator " - class Star Destroyer that has been surrounded by Separatist warships . The two use the Star Destroyer ' s turbolasers and then their own Delta - 7B starfighters to destroy the Separatist armada . Numa is not involved in the main versions of the game , and Waxer and Boil instead stay with Obi - Wan Kenobi for the mission to destroy Nabat ' s proton cannons . Ghost Squadron also uses a Republic All Terrain Attack Pod to march through the village . When Mace Windu begins his push for Lessu , he initially steals an Armored Assault Tank from the Separatists during the battle at the canyon . Cham Syndulla is exempt from all editions of the game save for the Nintendo DS edition , and Windu instead single - handedly recaptures Lessu . In the Nintendo DS edition , one of the Jedi flying a Delta - 7B destroys a frigate in the Separatist blockade of Ryloth . Numa is present in this edition , and she aides Ghost Squadron in liberating her village from the Separatists . Cham Syndulla has been captured during the battle , and Mace Windu frees him from captivity within a downed transport . The Jedi later prevent several Armored Assault Tanks from escaping from Lessu during the Battle of Lessu .