Second Battle of Geonosis / Legends The Second Battle of Geonosis took place late in the year 22 BBY during the Clone Wars , when the Jedi Order and the Galactic Republic launched a full - scale planetary invasion of Geonosis to shut down several Separatist battle droid foundries that Archduke Poggle the Lesser had built there . Following Senator Padmé Amidala ' s discovery of the droid factories , the Jedi High Council dispatched a massive Jedi - led detachment of the Grand Army of the Republic to retake Geonosis and halt the facilities ' production of battle droids . Tasked with the challenge of landing on the planet and establishing a staging area , the Jedi mounted a three - pronged attack on the Geonosian defenses in what became known as the battle of Point Rain , with Jedi Generals Ki - Adi - Mundi , Obi - Wan Kenobi , and Anakin Skywalker each leading an assault force . After establishing a landing zone at Point Rain , a site close to the factories ' Ray Shield Fortress generator , the Republic army regrouped and disabled the factories ' ray shield , making way for the rest of the clone trooper forces to safely land . While Poggle attempted to retake Point Rain and his Ray Shield Fortress , his main droid foundry was targeted by the Jedi . In order to eliminate the factory , Generals Skywalker and Luminara Unduli battled the facility ' s droid defenses in open warfare while their respective Padawans , Ahsoka Tano and Barriss Offee , sneaked into the facility via the catacombs beneath it . As their Masters battled Poggle ' s army — including several newly designed super tanks — on the bridge leading to the factory , the Padawans ' infiltration of the foundry was cut short when they were intercepted by Poggle and his tactical droid , TX - 21 . With their explosive charges stolen , Tano and Offee used a super tank to blow up the facility ' s reactor and collapse the factory from the inside . Skywalker and Unduli rescued their Padawans from the debris once the foundry had fallen . Despite the Republic ' s destruction of other key factories , Poggle remained at large , having escaped his primary foundry before its eradication . As the Jedi undertook the cleanup of Geonosis , they launched a campaign to find and apprehend Poggle . Unduli spearheaded the search and followed Poggle to the abandoned Progate Temple , where she was captured by the archduke and taken to the lair of Geonosian Queen Karina the Great in the catacombs below . Tracking Unduli ' s last known location , Kenobi and Skywalker set out with a clone platoon to rescue her . Battling hordes of " undead " Geonosian warriors who were being reanimated by the queen ' s brain worm parasites , the Jedi and their troops found Unduli in Karina ' s lair . Although Karina wished to induct Unduli and her comrades into her ranks of mind - controlled warriors , Kenobi , Skywalker , and their men were able to save Unduli and take Poggle into custody . The Jedi and their troops destroyed much of the queen ' s lair during their escape , killing Karina the Great and burying her warriors beneath the temple , and the Republic ' s recapture of Geonosis was secured . Prelude . The new droid foundries . By late 22 BBY , after the opening battle of the Clone Wars earlier that year on the planet Geonosis , the native Geonosians began building a series of new battle droid foundries on their Outer Rim world to expand the Droid Army of the Confederacy of Independent Systems with thousands of more droid troops . Because the Galactic Republic had captured the planet at the war ' s outset , the facilities were kept secret to protect them from the Republic , which greatly underestimated the Geonosians ' resistance and their loyalty to the Separatists . Archduke Poggle the Lesser himself oversaw the foundries ' progress , particularly the rebuilding of the primary droid foundry , which was intended to surpass in size the original factories that had fallen during the First Battle of Geonosis . Poggle himself had been humiliated during the First Battle of Geonosis and viewed the factory as his redemption , and he also hoped to exact his revenge on the Republic for the occupation of his planet and the destruction of many of his factories . Poggle ' s factories churned out thousands of battle droids a day , and the units were sold to the Confederacy for its war machine . The InterGalactic Banking Clan invested substantial funds in the primary foundry , but after the financial burden became too big to bear , the Banking Clan took on another Separatist - loyal corporation , the Trade Federation , as a co - investor . As Republic Senator Lott Dod of the Trade Federation and Senator Rush Clovis of the Banking Clan delegation prepared to meet on Cato Neimoidia , where Dod resided , to discuss their investments in the foundry , the Jedi High Council — correctly suspecting Clovis of involvement in a Separatist conspiracy — recruited Senator Padmé Amidala to spy on Clovis . Amidala , who had previously been romantically involved with Clovis , agreed to the mission and was able to secure a personal invitation to accompany Clovis to Cato Neimoidia . With her secret husband , Jedi Knight Anakin Skywalker , as her bodyguard , Amidala went with Clovis on his trip . At Dod ' s palace , Clovis met in secret with Dod and Poggle the Lesser , who had also arrived to participate in the deliberations . Dod and Poggle both attempted to negotiate for greater shares in the investment , but Clovis refused to change the terms of the agreement . However , Dod , witnessing Clovis ' s affection for Amidala , secretly poisoned the latter with a dose of lethal manax - root poison to force the Banking Clan senator to change his mind . Shortly after stealing a disc containing the droid foundry ' s tactical coordinates from a hologram projector in the palace ' s library , Amidala fainted from the effects of the poison . Clovis threatened Dod with a blaster and secured the antidote to the poison , which he gave to Skywalker . Accordingly , Skywalker helped Amidala to her J - type star skiff and administered the medicine , then departed from Cato Neimoidia with Amidala and the disc . Clovis was left behind to face Dod , Poggle , and a squad of B1 battle droids . Preparations for an invasion . Following Skywalker and Amidala ' s return to the galactic capital of Coruscant and the report of their findings to the Jedi High Council , Clone Captain CT - 7567 , nicknamed " Rex , " was dispatched with a contingent of the Grand Army of the Republic ' s 501st Legion to reconnoiter Geonosis . Upon arrival in orbit of the world , Rex and his men were unable to establish contact with the clone troopers on the planet ' s surface but confirmed from preliminary scans that droid foundries , some of them close to completion and others already operational , were being constructed in the world ' s northern and southern hemispheres . Rex sent his report back to the Jedi Temple with the advisement that a full - scale invasion would be necessary to retake Geonosis . Reviewing the report , the Jedi Council decided to send Jedi Generals Obi - Wan Kenobi and Ki - Adi - Mundi and Senior Jedi General Luminara Unduli to lead the Grand Army ' s attack on the droid foundries . Since the facilities were a significant threat to the Republic ' s safety , retaking Geonosis would be essential to the Republic war effort . Generals Plo Koon and Skywalker , Admiral Wullf Yularen , and Skywalker ' s Padawan , Commander Ahsoka Tano , were meanwhile assigned to reinforce the planet Dorin , which had been attacked by a Separatist fleet led by the Confederate General Grievous in an effort to keep the Jedi ' s attention away from Geonosis . The Republic forces spent much time in preparation for the assault on Geonosis . Mundi and his clone commander , CC - 1993 , spent hours studying intelligence reports about Geonosis ' s defenses . CC - 1993 , nicknamed " Jet , " even customized his clone armor for the battle . Mundi , Kenobi , and Unduli were eventually dispatched to Geonosis with a massive invasion fleet consisting of " Venator " - class Star Destroyers and " Acclamator " - class assault ships . After the invasion force had arrived in Geonosian space and entered the planet ' s orbit , Skywalker , Tano , and Yularen — who had successfully repelled Grievous ' s forces from Dorin — rendezvoused with the fleet , and Skywalker and Tano joined Mundi and Kenobi on the bridge of a Star Destroyer at the head of the fleet . With their ships in position , the four Jedi opened a communication to the Republic ' s Outer Rim Command and conferred with Supreme Chancellor Palpatine and Jedi Generals Unduli , Yoda , and Mace Windu . Based on intelligence they had received , Mundi and Kenobi concluded that Poggle the Lesser was holed up within his primary droid factory , which , thanks to his Ray Shield Fortress , was being protected by a massive ray shield . With their primary target being the shield generator at the Ray Shield Fortress , the Jedi planned to execute a three - pronged attack on the Geonosian defenses . Mundi and Jet were to lead the northern advance , while Kenobi and Marshal Commander CC - 2224 , nicknamed " Cody , " commenced the central push . Skywalker , Tano , and Rex , meanwhile , would execute the southern assault with their forces from the 501st Legion . The troops would rendezvous at Point Rain , a site that was just a short distance away from the Ray Shield Fortress ; there , they would establish a staging area before eliminating the shield generator and setting up a defensive perimeter to their temporary base . Although Tano noted that the defenses were heavily fortified , pointing out a large wall armored with numerous artillery emplacements , Skywalker believed that their approach would not lead them to the barricade . With their planning complete , the four Jedi split up to mobilize their forces for the coming battle . As the Republic forces were soon to discover , the Geonosians were better prepared to defend their homeworld a second time from the Grand Army . The battle . The Republic invasion . Rough landing on Geonosis . The Republic ' s capital ships descended upon Geonosis and began to disgorge squadrons of BTL - B Y - wing starfighter s , LAAT / i gunships , and LAAT carriers ferrying All Terrain Tactical Enforcers to the surface in heavy numbers . While Clone Captain Breaker and a Jedi Knight led the Y - wing starfighter squadrons in repelling groups of Geonosian " Nantex " - class territorial defense starfighters , Kenobi ' s assault force was the first to take flight , with Kenobi leading the way in his gunship . Kenobi and his gunships were met with heavy resistance from Geonosian J - 1 semi - autonomous proton cannon s and LR1K sonic cannon emplacements below , as well as the " Nantex " - class starfighters from above , but they were able to push through with covering fire from the Republic Y - wing starfighters , which also targeted the Separatist gunners on the ground . With Kenobi ' s forces underway , Skywalker ' s detachment — including Rex and Tano — departed shortly afterward , followed by the assault group led by Mundi and Jet from Yularen ' s flagship , the " Resolute " . Once all three strike forces had launched , Yularen recalled his fighter squadrons to the Republic ' s command ship for new orders . The gunship carrying Skywalker , Tano , and Rex was one of the first to be shot down , but the group managed to break free from the wreckage and use the fallen craft as cover from the nearby Geonosian gunners and blaster cannons . Mundi , meanwhile , ordered Cody to land the AT - TE walkers shortly before Mundi ' s own gunship fell to heavy fire as well . Cody landed with his men and AT - TE walkers to be greeted by incoming " Nantex " - class fighters . Although Cody advised Kenobi not to land because of the danger posed by the Separatist fighters , Kenobi and his gunship were forced down when the craft was targeted by the Geonosians . The gunship hit the surface and skidded across the ground before coming to a stop , leaving only Kenobi and trooper Trapper alive . An injured Mundi and Jet pulled themselves out of the remains of their gunship , which was just one of many to have been shot down in the area . Jet reported that Kenobi ' s forces had been the only ones to reach the landing zone , while Skywalker ' s AT - TE walkers had been decimated in his ongoing firefight with the Geonosians ; Jet noted that Skywalker would continue to press on to the rendezvous point to meet with Kenobi . Mundi ordered the injured men among his own special ops forces to be loaded onto the AT - TE walkers with the objective of pressing on to make for a nearby bridge and join the rest of the troops at the rendezvous site . As all of the Republic ' s main strike teams were dispatched to battle the Geonosians , Breaker and the Jedi Knight were tasked with another mission . They and an elite crew were to take an LAAT / i gunship behind enemy lines to destroy a key Separatist installation ; in doing so , they would sever Geonosian communications in the area and help to ease Geonosian retaliation to the Republic ' s primary assault . The elite gunship battled through enemy droid forces — including DSD1 dwarf spider droids , Multi - Troop Transports , jetpack - equipped B2 - RP battle droids , Vulture droid starfighters , " Hyena " - class bombers , and droid tri - fighters — before reaching and destroying the Geonosian communications facility . Elsewhere , while overseeing the battle against the Geonosians in the area alongside Skywalker and Tano , Rex contacted Cody to request reinforcements for Skywalker but found that Kenobi would be unable to give support , as Kenobi ' s gunship had been shot down . Left on their own , Skywalker and Tano provided cover for Rex and the rest of their troops to rush the Separatist blaster cannons . At Point Rain , meanwhile , Cody organized his LAAT / i gunships and AT - TE walkers in a circular defensive formation . In the midst of exchanging heavy fire with the attacking sonic blaster – wielding Geonosians and their Armored Assault Tanks , Cody ordered troopers Waxer and Boil to search Kenobi ' s gunship — which had been located five kilometers away — for survivors . The two Advanced Recon Force trooper scouts raced across the battlefield , finding and rescuing the wounded Kenobi and Trapper from the gunship ' s wreckage . While Waxer and Boil helped the injured Kenobi and Trapper back to the landing zone , Cody had his men and AT - TE walkers provide the group with covering fire from the advancing Separatist tanks and Flitknot speeder – mounted Geonosians . Upon his arrival , Kenobi was treated by a clone trooper medic and was updated on the situation by Cody . With his men surrounded by the Geonosians , Kenobi noted that they simply had to hold out until Skywalker and Mundi arrived for support . Mundi himself was in the process of cutting through a massive caltrop field so that his AT - TE walkers could move through the obstacles . Jet conferred with Admiral Yularen via comlink to request air support , but all of the starfighter forces were engaged in the planetary invasion elsewhere . Yularen was only able to offer his vantage point from the " Resolute " as a resource to locate Skywalker , whom he found pressing toward the eastern barrier — the site of the Geonosians ' armored barricade . Skywalker , Tano , Rex , and their men arrived at the heavily entrenched fortress and were forced to take cover from the assailing B1 battle droids and B2 super battle droids high above . With the large amounts of incoming laser barrages , Skywalker and Tano each took a backpack filled with thermal detonators and ran toward the adjacent cliff , using grappling hooks to scale the face in order to set their charges to topple the wall . With the rest of the troops continuing to exchange fire with the battle droids , Rex joined Skywalker and Tano on the top of the barrier , helping them to sever a pair of droidekas that were soon deployed from hatches along the barrier . Once Skywalker and Tano had tossed their primed detonator – full backpacks into the hatches , they and Rex jumped off the wall shortly before it exploded . The Jedi used the Force to slow their fall and that of Rex before landing and employing the same method to hold back the rubble . With the wall destroyed , Skywalker , Tano , and their forces pressed toward Point Rain . Meanwhile , Mundi split up his own troops , sending his AT - TE walkers to take a longer route to the rendezvous point , while he took a squad to examine a shortcut through a clifftop cave . There , Mundi and his men were besieged by groups of winged Geonosian warriors who depleted the clones ' numbers by attacking them and carrying them into the grotto ' s depths . Although his men sustained heavy casualties and losses from the Geonosians , Mundi was able to cut through the cave . At the other side , Mundi had his clone flame trooper s fire their flamethrowers at the Geonosians , killing most of them and unblocking the path out of the cave . Securing Point Rain . Skywalker , Tano , Rex , and their squad , who were making their way to Point Rain , happened upon the clifftop cave where Mundi ' s forces were just finishing off the smoldering Geonosians . Joining forces with Mundi , Skywalker contacted Yularen to request air support for the push to Point Rain , where Kenobi was in dire need of assistance . Having spent the time reallocating resources since Jet ' s previous request , Yularen dispatched an available Y - wing squadron to Point Rain to reinforce Kenobi ' s depleted strike force , which had become separated from the Republic ' s main forces . Commanding the small fighter contingent , Captain Breaker and his Jedi Knight compatriot led the Y - wing bombers through small arms fire from the Geonosians ' LR1K and proton cannons and Armored Assault Tanks . After cutting through the Separatist ground artillery , the Y - wing squadron proceeded to Point Rain , where Kenobi and Cody were suffering numerous casualties at the hands of the Geonosians ; the warrior insurgents had surrounded the Republic ' s staging area and were initiating flying attacks from the sky and speeder assaults on the ground . With his men pushed on all sides , Kenobi prepared to take up arms alongside his men in what he believed would be a final stand against the Geonosians . At that moment , the Y - wing bombers arrived at Point Rain , dropping their munitions on the advancing Separatist tanks and halting the Geonosians ' advance . With the rest of his troops pressing on , Kenobi was greeted by the arrival of Skywalker , Tano , Mundi , and their strike teams . The Jedi regrouped and convened with their clone officers on the task still at hand : destroying the factories ' shield generator at the Ray Shield Fortress , as the Geonosians were now finally in retreat . It was decided that Skywalker would lead a small squad into the shield and jam the Geonosians ' scanners , rendering them unable to target the incoming AT - TE walkers . Once the walkers had taken out the shield generator , Mundi would then bring in the rest of the troops with the gunships . With little time to spare , the Republic forces quickly moved into position ; after everything was ready , Skywalker and Tano initiated their attack , charging through the shield with their men . Though pressed with heavy fire from the Geonosians , the Jedi and clones pushed through the fortress ' s defenses and took cover in an outcrop close to the generator . From there , the team threw EMP grenades at the proton and LR1K cannons , temporarily disabling the Separatist guns . Unopposed by the enemy ' s heavy fire , Cody led the AT - TE walkers in their march through the shield , and the walkers concentrated their fire on the shield generator and its artillery stations . As the shield was deactivated , Mundi , Rex , and their gunships landed with additional clone reinforcements to secure the Geonosian facility . All of the Geonosians at the Ray Shield Fortress were forced to surrender , and the injured Kenobi and Mundi returned to the fleet with the rest of the wounded for treatment . Left in charge of the Republic forces , Skywalker set out for Poggle the Lesser ' s primary droid foundry with Tano , Rex , and their assault force . However , the Republic ' s hold on Point Rain was not to go unchallenged — Poggle and his T - series tactical droid , TX - 21 , soon set their sights on Point Rain and launched a surprise counterattack to overrun the Republic ' s crucial landing zone . With Skywalker ' s forces already on the move , Breaker and his Jedi Knight associate were given command of the ground forces at Point Rain and were tasked with defending the site . As the Geonosians began to march on their position , Breaker had the Republic ' s engineers prepare some blaster turret defense platforms to hold the line . The Republic forces used their blaster turrets to great effect in eliminating the deployed Separatist forces , which included ranks of BX - series droid commandos , droid - piloted Single Trooper Aerial Platforms , and IG - 227 " Hailfire " - class droid tanks . As the Republic defenses increased in strength , TX - 21 sent out more droid forces in retaliation , including shielded " Rogue " - class starfighters and massive OG - 9 homing spider droids , but Breaker and the Jedi Knight were able to secure Point Rain and ensured that it would not fall to Separatist control . When the Geonosians stopped the Republic ' s advance toward the droid factories , Yularen and the recovering Kenobi sent the Jedi Knight to clear out the resistance that was halting the clones ' assault . The Knight complied and proceeded to the battlefield ' s front lines , cutting through battle droids and providing support where needed . Elsewhere , Republic troops made significant progress ; Skywalker ' s forces closed in on Poggle ' s primary droid foundry and began preparations for their assault . The Geonosian archduke meanwhile dispatched a battalion of droids to retake the heavily damaged Ray Shield Fortress from Republic control , as putting the facility back online would cut off Skywalker ' s forces . Unwilling to let the Separatists overrun the fortress and subsequently break the Republic ' s supply lines , Breaker and the Jedi Knight mobilized their forces to defend the facility . Beginning their assault on the Ray Shield Fortress , Poggle and TX - 21 dispatched a large wave of droid forces and NR - N99 " Persuader " - class droid enforcers to recapture the facility , and the Republic forces retaliated with a number of blaster turret emplacements . After having mobile super tank shield generator s protect their ground troops , Poggle and TX - 21 sent out a large squadron of shielded Porax - 38 starfighters for air support . However , the Geonosians were unable to retake the Ray Shield Fortress , and Breaker and the Jedi Knight forced them to recall their depleted troops . Assault on the main foundry . As Poggle ' s primary droid foundry neared completion , Skywalker ' s forces formed a staging area a short way from the only bridge that crossed the deep canyon isolating the heavily fortified installation . Anticipating stiff Geonosian resistance , Republic commanders dispatched Luminara Unduli and her Padawan , Barriss Offee , with reinforcements for Skywalker ' s assault . Leading the way in their gunship , Unduli , Offee , and Clone Commander CC - 1004 , nicknamed " Gree , " arrived at the Republic ' s staging area with more troops and gunships , and Unduli and Offee met with Skywalker and Tano to finalize a plan for the impending attack on the droid foundry . Although Skywalker had been preparing for a direct assault on the factory via the bridge , Unduli proposed an alternative plan that would minimize their casualties : using the catacombs under the facility , a team could infiltrate the building and plant explosives at its main reactor , thus effectively destroying the foundry from the inside . As Unduli had already had her Padawan memorize all 200 of the labyrinth ' s internal junctions , the mission to infiltrate the droid factory fell to Tano and Offee . Skywalker and Unduli , meanwhile , would launch a forward assault on the facility ' s main entrance to distract Poggle and allow the Padawans to complete their assignment . With their strategy in place , the Jedi set their plan into motion , synchronizing chronometers so that the Padawans ' progress could be monitored . While Tano and Offee began to descend the chasm in front of the droid factory to reach the entry point to the catacombs at the bottom of the canyon , Skywalker , Unduli , Rex , and Gree mobilized their men and marched their troops and AT - TE walkers toward the bridge parade - style . Despite their risky lack of cover , Skywalker and Unduli intended to make their frontal assault tempting enough to draw the factory ' s droid defenders into a fight . With ten garrisons of new droids ready , Poggle and TX - 21 took the bait and deployed a large army of B1 and B2 battle droids to defend the foundry . As Skywalker and Unduli led their men to charge the droids , they found themselves confronted by groups of flying Geonosians launching a surprise attack from several spires behind them , and they were caught in a crossfire . In the canyon , Tano and Offee made it to the other side of the trough , where Offee cut a hole in the canyon wall and opened the entrance to the catacombs . The two Padawans made their way through the dense labyrinth and through a room of sleeping Geonosian warriors , unaware that they were being followed by a Geonosian whom they had accidentally awoken . Skywalker and Unduli continued to cut through the opposing battle droids , and trooper Buzz used a Z - 6 rotary blaster cannon to take out the airborne Geonosian insurgents . With the appearance of several droideka squads , Rex sent trooper Draa forward with a rocket launcher , and Draa quickly destroyed the droids . Trooper Boil , meanwhile , piloted an All Terrain Recon Transport against the Geonosians . The Geonosians ' advance forces were further depleted by heavy fire from the Republic ' s AT - TE walkers . In response , Poggle authorized TX - 21 to send out twenty units of their newly developed super tanks . The ray shielded vehicles were deployed from the foundry , and despite the Republic forces ' attempt to halt the tanks ' advance with AV - 7 Antivehicle Cannon s manned by clone tank gunner s , Skywalker , Unduli , and their men were unable to stop the shielded tanks ' approach . With the battle turning in the Republic ' s favor , Poggle and TX - 21 made one last attempt to outflank Skywalker ' s forces , sending out a droid army to cut off his battle group . Once the Separatists ' attack route had been identified , Captain Breaker and his Jedi Knight compatriot set out with a Republic assault force to intercept Poggle ' s army ; the Republic ' s engineers provided an array of turret defense platforms for use in combating the incoming droids . After breaching the Republic defenses with armored droid tanks , mobile shield generators , starfighter squadrons , and a multitude of ground troops , TX - 21 deployed a super tank to compromise the Republic ' s position . Although the tough super tank did significant damage to the Republic ' s turret emplacements , Breaker and the Jedi Knight were able to destroy the droids and the super tank before the latter could move on to target Skywalker ' s forces , and Poggle ' s deployed army was defeated . In the meantime , Tano and Offee arrived at the primary foundry ' s control room and planted their thermal detonator charges around the large main generator . Learning of the two Jedi ' s presence from the Geonosian spy , Poggle and TX - 21 personally took a squad of Geonosian warriors and a super tank to greet the intruders . After activating their explosives , the Padawans ' escape was cut short by the arrival of the Geonosian archduke and his super tank . Outside the foundry , Skywalker and Unduli learned from their chronometer readings that Tano and Offee had placed and activated the bombs . Immediately thereafter , the Separatist tanks released a barrage of rockets that annihilated the Republic ' s artillery line and AT - TE walkers , dealing heavy casualties . While the Geonosians and their super tank kept Tano and Offee occupied in the control room , other Geonosian warriors collected the primed explosives from around the reactor . Poggle entrusted TX - 21 and his troops to thwart the Jedi ' s plan while he departed . After destroying TX - 21 with an explosive charge but barely putting a scratch on the super tank , Tano made to retrieve the bombs from the Geonosians , jumping and hanging onto two of the flying warriors before they could escape from the Padawans . However , the Geonosians knocked Tano against the reactor , temporarily rendering her unconscious . Forced to defend the fallen Tano from the super tank ' s laser fire , Offee was unable to prevent the Geonosians from escaping into a hatch with the primed bombs . Meanwhile , Skywalker and Unduli ordered Rex , Gree , and their men to fall back in order to lure the tanks onto the bridge , which the two Jedi Generals intended to collapse to eliminate the tanks . The clones ' retreat baited the tanks onto the pass , and Skywalker and Unduli swung hand - over - hand under the bridge and across its underbelly , planting explosives at key points along its length . Reaching the other side of the bridge , Skywalker and Unduli detonated the charges , destroying the span and sending the tanks into the abyss below . Even with the arrival of evacuation ships , Skywalker refused to leave without his Padawan , who was unresponsive to his transmissions . The two Jedi Generals ' refusal to retreat forced them to face more B1 battle droids from Poggle ' s foundry . Inside the control room , Offee cut her way into the super tank and disabled its battle droid operators , commandeering the vehicle and saving Tano from being killed by the vehicle ' s cannon . A revived Tano joined Offee inside the tank , where the pair contemplated their dilemma : without the bombs , they would be unable to destroy the foundry and complete their crucial mission . Tano and Offee chose to instead use the super tank to fire at the generator , despite knowing that they would be unable to escape the subsequent explosion . Once Tano had relayed that decision to Skywalker and Unduli , who were battling the droids outside , she and Offee opened fire on the reactor , causing a massive chain of explosions to bring the foundry down . Unable to help their Padawans , a dismayed Skywalker and Unduli took cover as their droid adversaries were crushed by the debris from the collapsing droid foundry . After the dust had settled and the smoke had cleared , Skywalker desperately tried to contact Tano with his comlink , to no avail . Determined to rescue the buried Padawans from under the layers of rubble , Skywalker ordered the Republic ' s LAAT carriers to begin lifting the debris to search for Tano and Offee . Trapped with Offee in the super tank deep below the surface with a limited supply of air , Tano used a power cell to boost her communicator ' s reception and signal Skywalker to their position . Skywalker , Unduli , and a squad of clones quickly proceeded to the indicated area , and with time running out , Skywalker and Unduli used the Force to levitate the heavy debris away from the Padawans ' super tank . The freed Tano and Offee emerged from the wreckage , coughing and grimy but alive , and were reunited with their Masters . Following their success and ordeal in destroying the foundry , Tano and Offee were sent back to the fleet for some much - needed rest and accompanied a convoy of LAAT / i gunships ferrying the Republic ' s wounded troops back for treatment . The Geonosians ' threat . Besides putting an end to Poggle ' s primary droid foundry , the Republic forces were also able to destroy other key factories , albeit at a heavy cost to their troops . The Republic ' s Tango Company was among the clone units to be involved in the battle . As Unduli and a recovered Kenobi began a cleanup of Geonosis , they mounted an intense campaign to find Poggle , who had escaped his primary foundry ' s destruction and was evading the Republic ' s efforts to locate and apprehend him . Little did the Jedi know that Poggle was fleeing to the Progate Temple , the secret lair of the Geonosian queen , Karina the Great . The Jedi sent their clone scouts into the desert , but without any initial leads on Poggle ' s location , Unduli decided to personally spearhead the search , as Poggle ' s possession of Separatist information made him a key target . Unduli and trooper Buzz set out on BARC speeders and picked up the trail of the fleeing Geonosian archduke , who was en route to the Progate Temple with a squad of battle droids and royal Geonosian guards aboard an Armored Assault Tank , bringing along several crates of munitions . Unduli and Buzz tracked Poggle to the western desert , where they found a crate that had fallen from the tank . Reporting back to Kenobi and Mundi , the latter of whom had also recovered from his injuries , Unduli concluded that Poggle was fleeing to the temple , a site that had been hit by heavy bombardment during the Republic ' s initial siege . Despite Skywalker ' s warning that a sandstorm was approaching her position , Unduli was intent on completing her mission and was unwilling to let Poggle escape . Unduli and Buzz followed Poggle through the sandstorm and into the temple , where the pair reported back to Kenobi , Mundi , and Skywalker , who were overseeing the Republic fleet at their staging area elsewhere on the planet . Before Unduli and Buzz could return to the Republic base , however , they were attacked , and their transmission was cut short . Buzz was killed , and Unduli was knocked out before being taken hostage by Poggle and several of Queen Karina ' s " undead " Geonosian warriors who were being reanimated by the queen ' s brain worm parasites . Once the sandstorm had lifted , Skywalker , Kenobi , and Cody took a platoon of clone troops in a gunship to the Progate Temple to find and rescue Unduli . There , Cody found Buzz ' s dead body , and Kenobi chanced upon Unduli ' s lightsaber . Noting his belief that Poggle could not have defeated a Jedi , Skywalker noticed a statue of a " bizarre Geonosian , " which Kenobi speculated to be of the long - rumored Geonosian queen . Intent on finding Unduli , Skywalker , Kenobi , Cody , and their men entered the caverns through the temple , using their lightsabers and headlamps to light the way . Cody ' s wrist - mounted trackers led the platoon into a tunnel that penetrated deepest into the planet ' s crust . Meanwhile , Unduli , who had been placed in binders and was being dragged through the catacombs by Poggle and a group of Geonosian drones , regained consciousness and was able to break free of her captors . Fighting the Geonosian warriors in close combat , Unduli was unable to defeat the already dead guards , and she used her imagecaster holoprojector to hail Kenobi . Unduli urged him and his troops to abandon their search for her , but she was subdued once more after relaying her message . Instead of taking Unduli ' s advice , Kenobi and Skywalker led their men deeper into the caverns and pressed on , only to encounter and be surrounded by a horde of the Geonosian zombie warriors themselves . The Jedi and clones opened fire on their adversaries but were unable to stop the insectoids . With his men outnumbered and taking losses , Kenobi ordered the platoon to take out the tunnel ' s supports and retreat , seeing it as the only way to halt the Geonosians ' advance . The Jedi and their troops escaped from the zombie warriors for the time being . Kenobi and Skywalker grimly noted the drone warriors ' apparent immunity to all of their attacks and resolved to request reinforcements from Mundi . Because they were too deep underground to get a comlink signal , Kenobi sent trooper Gearshift and another clone to backtrack to the surface and contact Mundi . The two troopers did not get far before being attacked and killed by the Geonosian zombies . Hearing the pair ' s screams , Kenobi , Skywalker , Cody , and the rest of the platoon ran to help their comrades but arrived too late to save them , instead finding their slain bodies . Although Skywalker wanted to go to the surface himself to hail Mundi , Kenobi believed that they could not divide their troops again and noted that time was running out for Unduli . The captive Unduli , meanwhile , woke up to find herself suspended in a containment field next to the throne of Queen Karina the Great , who was in the process of reproducing more Geonosian drones from her undulating and large egg sac , aided to by the reanimated warriors of her hive . Kenobi , Skywalker , and Cody finally found the royal chamber and spied on the proceedings from the shadows . Using his infrared headlamp in the dark room , Cody located Unduli next to the throne and Poggle in conversation with the Queen . Skywalker was set to mount a full - on attack on the Geonosians , but Kenobi , who was after the reasons behind the queen ' s abduction of Unduli , devised a different plan . The Jedi set up their clone troopers around the room ' s perimeter , intending to have their men use their headlamps to temporarily blind the dark - dwelling Geonosians and create enough confusion so that they could rescue Unduli when the appropriate moment presented itself . While Cody stealthily moved the men into place , Kenobi and Skywalker marched straight into the throne room and through the lines of Geonosians zombies to speak with Karina . Kenobi spoke with the queen and told her that her rule was at an end , but the shrieking queen refused to recognize the Jedi ' s authority . Her subordinates took the Jedi ' s lightsabers from them , and Karina then revealed her intentions : instead of seeking the Jedi ' s elimination , she wished to possess them using her brain worms , as the Jedi would make valuable additions to her army of warriors . As Poggle placed one of the parasites on Unduli so that the worms ' power could be demonstrated , Kenobi signaled Cody and the clones to attack . The troopers blasted their headlamps on the Geonosians and temporarily blinded them , allowing Kenobi and Skywalker to retrieve their lightsabers from the drones with the Force . While Kenobi himself took Unduli ' s brain worm as a sample for study , Skywalker freed Unduli and returned her lightsaber to her . The Jedi confronted Poggle , and Skywalker shackled the Geonosian archduke in a pair of binders and brought him along with them before knocking Kenobi ' s worm sample out of his hand and crushing it beneath his boot . Once Kenobi , Skywalker , and Unduli had fled the cave with the detained Poggle , the clone troopers provided cover for them and blasted the chamber ' s supports , trapping the Geonosians there under layers of rubble and killing Queen Karina the Great . The warrior drones continued to follow the group , and as the clones continued to focus their fire at their pursuers , the Jedi headed to escape the catacombs to the surface . The Republic platoon climbed an air shaft out of the caverns , and the Geonosians pursing the squad were knocked back down and crushed under falling rocks . A geyser of dust billowed through the vertical passage and spewed Kenobi , Skywalker , Unduli , Poggle , Cody , and the remaining clone troopers out of the catacombs . The group evacuated the temple shortly before it collapsed . With the ordeal over and Archduke Poggle the Lesser in Republic custody , the Jedi hoped that the queen ' s deadly brain worms had been buried with her under the temple , though that was not the case . Aftermath . The assault on Geonosis finally resulted in success , and the Republic was able to recapture the Separatist - allied world , ensuring that its droid factories would no longer fortify the Confederacy ' s troop lines . The Jedi ' s encounter with the Geonosian zombies prompted the Galactic Senate and Coruscant Health Administration to issue a warning to the citizens of the Republic concerning the supposed " mystery infection " that was plaguing the Geonosians , urging caution for all inter - planetary travel . While the Jedi ushered the captured Poggle onto a " Nu " - class attack shuttle at a landing area in preparation to take him to Coruscant for trial , Mundi received word that Mace Windu ' s defenses on the planet Dantooine had been able to hold out , albeit at a great cost to his men ; Windu immediately required medical supplies that were waiting to be delivered from a medical station near the planet Ord Cestus . However , Skywalker and Unduli believed that it was also of immediate importance to transport Poggle to Coruscant , as the Republic had to begin debriefing him if any useful Separatist intelligence was to be gained from him . In order to allow himself and the other Jedi Generals to continue with the impending task of transporting Poggle to Coruscant , Skywalker proposed that Tano and Offee handle the medical supply mission , and the other Jedi Generals agreed . Kenobi assigned the Padawans to take a medical frigate to the medcenter , planning to rendezvous with them alongside Mundi , Unduli , and Skywalker for the voyage to Dantooine after delivering Poggle to Coruscant . After Tano and Offee departed for the Ord Cestus facility with the " Pelta " - class frigate TB - 73 and clone troopers of Tango Company as their embarked troops , the four Jedi Generals and Captain Rex left with Poggle under heavy guard aboard a " Venator " - class Star Destroyer , bound for Coruscant . The Padawans ' routine mission , however , suddenly became a dire fight for survival when Geonosian brain worms — having infected Tango Company trooper CT - 9544 , nicknamed " Scythe , " at the remains of the Progate Temple — attempted to take control of their supply ship . Behind the scenes . The Second Battle of Geonosis was the first major battle of the ' 2009 , following the Battle of Ryloth featured in the . It marked the Jedi ' s return to Geonosis after the First Battle of Geonosis and was featured across three chapters of a five - part story arc in the season — " Landing at Point Rain , " " Weapons Factory , " and " Legacy of Terror , " which began airing on November 4 , 2009 and continued until November 20 . The three episodes were followed by the conclusion of the saga , " Brain Invaders , " and were preceded by the episode " Senate Spy , " which led into the battle by detailing the Republic ' s discovery of the droid foundries . In December 2010 , the battle received its very own mini - game , entitled the " Geonosis Saga , " as part of the . Besides expanding upon various aspects of the campaign , the game clarified the canon ical significance of Point Rain as the Republic ' s landing zone , which was not established in " Landing at Point Rain " despite the allusion to it . The battle ' s span over several television episodes allowed for various pre - existing characters to be introduced into the television series , notably Jedi Master Ki - Adi - Mundi , Jedi Padawan Barriss Offee , and Geonosian Archduke Poggle the Lesser . " Landing at Point Rain , " the first chapter in the story arc , was added within the second season ' s production schedule at Series Producer George Lucas ' s request for the conflict to begin with a storyline plot , with inspiration from . " Landing at Point Rain " itself was used to look at the Jedi ' s challenges from the war with injuries on the parts of Mundi and Obi - Wan Kenobi . Overall , the battle was meant to recall the visual sense from classic war films such as " " , " " , and " " . The battle represented a major milestone for the television series , from showcasing the visual scale and detail that the series ' production team was able to reach in modeling Season Two ' s animation , to representing the depth and variety that the series ' writing team was able to achieve in the story arc ' s individual yet cohesive plot lines . As of the Spring 2011 conclusion to the television series ' , the Second Battle of Geonosis has been named by " Star Wars Insider " as one of the largest engagements seen in the series , with the others being the Battle of Christophsis , the Battle of Ryloth , and the Battle of Kamino . Several aspects of the battle , including the destruction of the super tanks , were modified before the battle ' s storyline reached its final version . In " Weapons Factory , " Anakin Skywalker and Luminara Unduli were to originally place their thermal detonators directly on the super tanks to destroy them , but at Lucas ' s instruction , they instead placed their explosive charges under the bridge that the tanks were crossing , thereby eliminating them by compromising the pass . Inconsistencies . Although the " Daily Trivia " mini - game of the " Star Wars : Clone Wars Adventures " video game , as well as " The Official Star Wars Fact File " Part 24 , stated that the portion of the battle featured in " Legacy of Terror " was a separate conflict , this was not supported by the television series , which did not provide any further division for the battle . In fact , the " " maintained that the " Legacy of Terror " portion was part of the battle . This article therefore follows the television series ' interpretation of events . In addition , there were initially some problems with the battle ' s official name , with a preview article for the episode " Brain Invaders " published on StarWars . com introducing difficulties with the naming of the battle . The article in question referred to the battle as the " Battle of Geonosis , " a title that had already been adopted for the opening battle of the Clone Wars . Another article later published on StarWars . com resolved the conflict , officially giving the battle the " Second Battle of Geonosis " name . The original Battle of Geonosis was later identified as the " First Battle of Geonosis , " making a clearer distinction between the two battles . Additionally , the " battle of Point Rain " name was provided in the " " magazine . The Second Battle of Geonosis was initially dated to 21 BBY in " Star Wars Annual 2011 " , which was later overridden by " The Official Star Wars Fact File " Part 8 , in which the event was moved to late 22 BBY . The young readers ' books " " and " " placed the Second Battle of Geonosis prior to the later Battle of Malastare , which is inconsistent with the timeline of events established by Holocron continuity database manager Leland Chee for " " , in which the Battle of Malastare comes first . It is therefore assumed that the young readers ' books are in error . It is also assumed that a later issue of " The Official Star Wars Fact File " , which placed the battle at the beginning of 21 BBY , is in error . The 2011 " " video game features the Second Battle of Geonosis in several of its playable missions . In addition to portraying the battle in a more comical and humorous manner , the game modifies some of the battle ' s storylines . During the frontal assault on Poggle the Lesser ' s primary droid foundry , the Jedi take a BARC speeder to cross the bridge to the foundry , and several cannons and enemy bases guarding the factory must be destroyed to ensure success . In the main versions of the game , Ahsoka Tano and Barriss Offee do not plant explosive charges at the factory ' s reactor ; instead , they directly commandeer the super tank to destroy the facility ' s core . In the Nintendo DS edition of the game , Tano and Offee engage the factory ' s defenses on the way to the reactor . Once there , they are able to plant their explosive charges without interference from the Geonosians , and then they simply commandeer the super tank to complete their mission . During Anakin Skywalker and Obi - Wan Kenobi ' s mission to free Luminara Unduli from underneath the Progate Temple , they must engage both Poggle the Lesser and Karina the Great in combat and defeat them .