Battle of Nadiem The battle occurred during the Clone Wars between the Republic and the Separatists . In 22 BBY , five months after the Battle of Geonosis , the Separatist Droid Army , commanded by General Grievous , invaded the Republic - controlled planet of Nadiem and was able to to grab a strong foothold on the planet . The Republic then sent a detachment of their own clone army to counter the invasion , along with several Jedi Generals including Senior General Luminara Unduli and High General Saesee Tiin , resulting in a full scale battle , with Nadiem ' s civilian populace caught in the middle . During the fighting , Threadneedle Canyon became a point of contention between the two sides , with Grievous and the Confederacy controlling one side of the canyon , and the Republic controlling the small valley on the other . Meanwhile , General Tiin set up a strong Republic blockade around Nadiem , preventing any Confederate reinforcements to make it through . While General Unduli and her apprentice Barriss Offee were strengthening the Republic ' s defenses and evacuating a small town in the valley , Grievous ordered a large amount of his forces to go through the canyon and destroy the Republic troops on the other side , while he stayed behind and commanded his troops from his command bunker . As the Separatist forces were moving through Threadneedle , Offee and several clone troopers got stranded in the center of the canyon after giving up their transportation to a group of refugees . Realizing that engaging the droid forces directly would only result in their deaths , Offee ordered her troops to fire at the advancing Separatist column from a distance , and after the battle droids returned fire , to lie motionless on the ground so that the enemy would believe they were dead and pass them by . Offee ' s plan worked , and once the droids moved on , her troops and herself climbed the canyon and prepared to ambush the Separatist forces from behind . The Confederate column soon engaged Unduli and her troops on the other side of the canyon , and were about to break through the Republic ' s defenses when Offee and her troops began to fire on the droids from behind . With their rear support failing , the droids tried to retreat when Offee ' s clonetoopers detonated several explosives they had put into place beforehand . The resulting explosion caused an avalanche , cutting off the Separatists ' only route of retreat , and any remaining battledroids were systematically neutralized . With most of their forces destroyed , the Separatists were forced to abandon Nadiem . However , while Grievous was fleeing Nadiem in his personal " Belbullab " - 22 starfighter , he was attacked by Jedi Master B ' dard Tone and his apprentice Zephata ' ru ' tor above the planet . Grievous managed to kill Zephata ' ru ' tor and seriously injure Tone before escaping into hyperspace . Prelude . In 22 BBY — five months after the Battle of Geonosis and the start of the Clone Wars between the Galactic Republic and the Confederacy of Independent Systems — the Confederacy Droid Army , under the command of the Separatist cyborg General Grievous , invaded the planet of Nadiem in the Baxel sector . Even though Nadiem really had no strategic value to either side , the Separatists attacked the planet mainly because the Republic had chosen to defend it . In response to the invasion , the Republic reinforced Nadiem with their clone army , as well as dispatched several Jedi Generals to take command of the situation . Among the Jedi sent to Nadiem were High General Saesee Tiin and Senior General Luminara Unduli , as well as Unduli ' s apprentice / Jedi Commander Barriss Offee , Grievous and his Confederate forces managed to grab a strong foothold on Nadiem before the Republic could respond , and landed a large amount of battle droids and tanks . When the Jedi - led support arrived , General Unduli , Commander Offee , and several other Jedi landed on the planet and began to reinforce the Republic ' s defenses , while General Tinn set up a strong Republic blockade around Nadiem . During the invasion , the citizens ' of Nadiem had been caught in the middle of the fighting , killing many and displacing many more . As a result , the Jedi started an evacuation of the planet ' s residents , with General Unduli and her apprentice personally overseeing the evacuation themselves . During the invasion , Threadneedle Canyon became a point of contention between the two sides on the planet , with the Republic fortifying their defenses in a valley on one side of the canyon , while the Separatists ' controlled the other . Grievous , from a command bunker deep inside Confederate territory , ordered the bulk of his battle droids and heavy tanks to move through the canyon and seize the valley on the other side , and ordered several droid starfighter squadrons to break through the Republic blockade over the planet and provide air support . Meanwhile , the Jedi continued to evacuate Nadiem ' s populace , with Unduli and Offee focusing her attention on evacuating a small town in the valley . The battle . Evacuation . While General Unduli and Commander Offee were organizing the evacuation of the planet , Advance Squad — a clone trooper squad stationed in Threadneedle Canyon that were monitoring the advancing Separatist column from afar — reported to Unduli that the battle droids were quickening their pace and would arrive in the valley within an hour . As the Separatist column moved closer to the Republic ' s position , Unduli allowed any civilian who wanted to abandon their homes a chance to board a Republic LAAT / i gunship and to be transported to a safer location , hoping to get the noncombatants clear before the Confederacy began their assault on the village . However , space and time was limited , so Unduli told the refugees that they were prohibited from taking any personal possessions with them . While most did comply with these order , at least one man tried to smuggle a great amount of wealth in his shirt onto a gunship . Unduli managed to spot the man , and stopped him from boarding an evacuation ship . Even with this rule , however , there were still too many refugees to move with so few gunships , and several had to wait in long lines for a chance to board a ship . In some cases , there were even mad scrambles to board gunships that were lifting off . Elsewhere on the planet , Crys Taanzer and her son Kennan , both residents of Nadiem turned refugees by the invasion , managed to get to a different Republic evacuation site , but were not able to board any ships due to the long lines . During the Separatist invasion , Cry ' s husband had been killed , her home destroyed , and her son ' s arm injured . Meanwhile , a large amount of Separatist droids were attacking the Republic ' s outer defense lines at the evacuation site , trying to stop the Republic outpost . The droids were also firing at the landing LAAT gunships , shooting down a number of them . As the Taanzers were waiting at the boarding site , a Ho ' Din Jedi healer who was assisting the refugees noticed that Kennan was not crying , even though his arm was badly hurt . With Cry ' s permission , the Jedi healer had his Human padawan quickly test Kennan ' s blood , confirming what the Jedi had originally suspected , that Kennan was Force - sensitive . With this information , the healer offered Crys a chance to let Kennan escape Nadiem , saying that her son could join the Jedi Order and would be given safe transport to the Jedi ' s temple on Coruscant within two days . Realizing that Kennan and herself would likely both die on Nadiem if she did not take the offer , Crys agreed to the Ho ' Din ' s request and gave her son over to the Jedi . As Kennan was rushed to an awaiting gunship , the nearby Separatist forces finally overwhelmed the Republic ' s lines , and began to assault the evacuation site . The Ho ' Din Jedi tried to rally the last remaining clone troopers and push back the Separatists , but he too was eventually killed by the numerous battle droids . With the area compromised , Crys Taanzer and the last surviving civilians fled the site to find shelter elsewhere . Back at Threadneedle canyon , Advance Squad came across a group of civilians from an outlying settlement in the canyon that been trying to reach Unduli ' s evacuation point . An elder refugee in the group was very ill , and had delayed the others ' progress to the valley . The clone squad ' s ARC trooper commander contacted General Unduli and informed her of their situation and requested for a gunship to pick the squad and the refugees up . When Offee heard about this , she asked her master to let her go along with the gunship , believing she could help load the refugees in faster . Unduli permitted Offee to go , but only if she took a squad of clone commandos along with her for protection . As Offee ' s gunship left to airlift the stranded refugees and clones , the Confederate column reached a point in the canyon which they had designated as sector five , with the a droid reporting back to Grievous about their progress via hologram . Grievous , from his bunker , told his column that the Republic would likely ambush them later on , at the narrowest part of the canyon , designated as sector seven . The cyborg general told the column to move their heaviest tanks to the front , ordering them to smash through the ambush when it happened . Meanwhile , above Nadiem , General Tiin ' s fleet was engaged by Separatist Fighter Wing Zero - Zero as the Confederate vessels tried to break through the Republic blockade . The Republic fleet was too strong for the droid starfighters though , and the Separatists were forced to turn back . Grievous was angered upon hearing this news , knowing that he would not have air support for the upcoming battle . Playing dead . In the canyon , Commander Offee and her gunship arrived to pick up the marooned clones and civilians . However , Offee discovered that there were more refugees than she had anticipated and there was not enough room for both her troopers and the refugees aboard the gunship . The civilians were loaded into the ship , and , realizing that she could not abandon her own soldiers , Offee decided to stay with Advanced Squad . Offee planned that she and her troops would try to hold off the Separatist droids from the canyon as long as possible , so to buy more time for Unduli to evacuate the civilians in the valley . When General Unduli was informed about General Tiin ' s success over the planet , she contacted her apprentice about the development over their comlinks . Glad to hear the news , Offee told her master about her being stranded in the canyon and about her plan to hold back the Separatists . She also asked that Unduli not send another gunship to pick Offee ' s squad up , believing the Separatist column would be upon them before it would arrive . Unduli was heavily disappointed by this news , knowing that Offee would almost certainly die fighting the Confederacy army , but knew that her apprentice was correct in her assertion . Ase Offee closed her comlink the Advance Squad ' s ARC trooper told the Jedi Padawan that his squad had been planning an ambush for the Separatist column already . Advance Squad had set up explosives at the narrowest part of the canyon , and had been going to detonate them as the enemy column approached , hoping to delay the droids ' advance and make a stand . Commander Offee knew that the plan would only slow the Separatists for a short time , and would result in their own deaths . However , she had a different plan , one that would possibly preserve their lives . As the Separatist column approached sector seven , Grievous ordered his droids to be prepared for the predicted Republic ambush . Commander Offee ' s troops began to fire on the droid forces from farther afar , destroying a few B1 battle droids . The Confederate battle droids and their Armored Assault Tanks began to fire back blindly , and after a short pause where the clone troopers did not return fire , continued marching forward . Meanwhile , the Republic forces back in the valley lost contact with Offee ' s men , with Unduli fearing that her apprentice had been killed . As the droid column moved through sector seven , they past Offee and her clone troopers , lying motionless on the ground . Believing the Jedi and clones to be dead , the droids moved passed and continued on towards the valley . However , Offee and her troops were not dead , but just pretending to be so . Offee had realized that she and her troops would be killed if they engaged the Confederate army directly , and instead fooled the droids into thinking they were dead . Once all the droid had passed the squad , Offee ordered her men to get up and grab the explosives they had originally planned for the ambush . The trap . By the time the Separatist army arrived at the Republic controlled town , Offee and Advance squad had climbed to the top of the canyon ' s right wall , and had positioned themselves towards the back of the Confederate column . Meanwhile , the droid forces emerged from the mouth of Threadneedle Canyon and engaged Unduli ' s forces . The Republic were well dug in and prepared for the Confederacy , using their Self - Propelled Heavy Artillery tanks to cut into the droids ' flanks . However , the Separatist ' s own Hailfire droid tanks fired back with deadly accuracy , destroying at least one Republic AT - TE tank and killing several clones . The droid forces began to overwhelm the Republic ' s position with their superior numbers , and it seemed that the Separatists would win the battle . However , as one of the battle droids was reporting the column ' s progress back to Grievous , Offee ' s squad began to fire down on the Separatist ' s tanks from behind . The droids were confused by this , having thought they had left no one alive back in the canyon , and were not able to fire back at Offee ' s men , too preoccupied with fighting the main Republic forces in front of them . Commander Offee ' s squad destroyed the column ' s rear Hailfire tanks and dwarf spider droids one by one , thinning the Separatists ' ranks . Meanwhile , Unduli ' s troops continued to fire on the Separatists ' frontward rows , mowing down the column from both sides . With their front and rear guards gone , the droids ' progress was stopped , forcing them into a frantic retreat . With the Confederate army now in disarray , Unduli and her clone troopers launched a charge against the withdrawing droids . The Confederate retreate played right into Offee ' s plan , who had her squad place their explosives at the top of the canyon , farther behind the Separatists column . As the droids passed under where the explosives were planted , Offee ' s troops detonated them , loosening the rocks in the canyon wall and causing an avalanche that crushed many of the battle droids , leaving the remaining Separatists trapped between a wall of rubble and the charging Republic clones . Back in his bunker , Grievous watched his hologram of the battle , seeing as his army was trapped and destroyed . The cyborg general smashed his hologram projector in anger , knowing that the Separatists had lost Nadiem . Unduli and her soldiers destroyed the remaining battle droids when Commander Offee and her squad emerged from the smoke and dust created by the avalanche . Unduli was glad and surprised to see her apprentice alive , asking Offee how she had survived . Offee told her master about her plan , joking that she and her troops had hid in plain sight from the Separatists as they passed by . Separatist withdrawal . With the majority of their army destroyed , the Confederacy was forced to abandon Nadiem and leave it to the Republic . Grievous chose to leave Nadiem in his personal " Belbullad " - 22 starfighter , the " Soulless One " , trying to clear the Republic blockade on the far side of the planet . However , as he entered space , Grievous was attacked by Jedi Master B ' dard Tone and his apprentice Zephata ' ru ' tor — a Duinuogwuin who was able to survive in the vacuum of space — attempting to prevent the cyborg ' s escape . After a short space battle above the planet , Grievous was able to dispatch Tone , seriously injuring the Jedi Master . Shortly afterwards , Grievous killed Zephata ' ru ' tor , and jumped into hyperspace , fleeing Nadiem . Aftermath . B ' dard Tone was later rescued by the Republic , and was forced to undergo several cybernetic replacements due to the injuries he had sustained at the hands of Grievous over Nadiem . This included a metal plating covering the left side of his face , as wells as a robotic right arm . For the death of his Padawan at Nadiem , as well as the injuries he received , Tone held a personal vendetta against Grievous , desiring the Jedi Order to track and kill the cyborg . This feeling of revenge would lead Tone , his new apprentice Codi Ty , and fellow Jedi Flynn Kybo to desert the Order to personally hunt down the Separatist general in 20 BBY . Tone and his companions tracked Grievous to the moon of Belsus , where Grievous killed Tone and Kybo in a lightsaber duel . Following the end of the battle , Nadiem was freed from the Confederate invasion , but a majority of the planet ' s infrastructure and housing was left in ruin . Despite the fact that most of Nadiem ' s surviving civilians were now left homeless , the planet was abandoned by the Republic and the Jedi , unable to assist Nadiem ' s populace , being to busy fighting the Clone Wars across the galaxy . Crys Taanzer , who was able to survive the fighting , grew a large amount of animosity towards the Republic and the Confederacy , blaming both fractions equally for the destruction that raged across Nadiem . Kennan was safely evacuated from the planet and brought into the Jedi Order , becoming a member of the Soaring Hawkbat youngling clan during his early training in The Force . In 19 BBY , Kennan and the Soaring Hawkbat Clan were staying at a Jedi training facility on the planet Bogden 3 , awaiting transportation to Coruscant , when Order 66 — a Republic that made the entire Jedi Order an enemy of the state — was declared . With Order 66 initiated , the clone troopers stationed at the training facility were ordered to kill all of the Jedi there , including the younglings . Although many of the clan ' s members were killed in the resulting skirmish , Kennan and the remaining younglings were rescued by Jedi Master K ' Kruhk and Padawan Chase Piru , who escaped the carnage on Bogden 3 and safely transported Kennan and the other surviving younglings to a moon . When Crys — who by now had left Nadiem and was working as pilot for the smuggling freighter " Uhumele " — heard about the destruction of the Jedi , and not knowing that Kennan had survived , assumed that her son had been killed . This news devastated her and caused her to regret the decision to give Kennan over to the Jedi on Nadiem .