Second Battle of Geonosis The Second Battle of Geonosis took place during the Clone Wars on the planet Geonosis , the site of the conflict ' s opening battle . Prelude . The Jedi Council suspected Scipio / Banking Clan Senator Rush Clovis was conspiring with the Confederacy of Independent Systems . Thus , they asked Senator Padmé Amidala to spy on Clovis , but she refused . However , she accepted the assignment when her secret husband , Anakin Skywalker , convinced her to do this mission . Amidala was able to convince Clovis to let her accompany him on a trip to Cato Neimoidia to speak with the Neimoidian s . After arriving there , Amidala discovered that Clovis was working with Senator Lott Dod and Archduke Poggle the Lesser in building the biggest droid factory that would give them great profits . Poggle and Dod insisted they should get a greater share of the profits , but Clovis refused . Poggle and Dod then decided to poison Amidala to get Clovis to change the deal . Amidala then stole the hologram disc of the factory before succumbing to the effects of the poison . Skywalker , disguised as her pilot , was able to get the disc and save Amidala when Clovis gave her the antidote . However , Skywalker left him behind without the disc . The Battle . Following the Battle near Dorin , the Republic sent Jedi General s Ki - Adi - Mundi , Obi - Wan Kenobi , Luminara Unduli , and Anakin Skywalker to take Geonosis with a massive invasion . The Jedi General s then spoke with the Outer Rim Command about their plans for the coming battle . They would attack the Shield generator protecting the factory with three - prong assault hoping to capture Poggle who holed up at the factory . Despite Chancellor Palapatine ' s concerns , Yoda and Mace Windu gave the go ahead for the attack . Landing at Point Rain . As they made their descent , Kenobi ' s and Commander Cody ' s force then boarded their gunship s and flew to secure the rendezvous point . However , the gunships came under heavy fire from the Geonosian s and their defenses . Mundi and Commander Jet forces then followed him . However , Mundi and Jet were forced to land their AT - TEs away from rendezvous . Skywalker ' s , Commander Ahsoka Tano ' s , and Captain Rex ' s gunships were shot down and all their AT - TEs were destroyed . Despite that , Skywalker and his forces continued towards to the rendezvous point . Mundi ' s gunship was shot down and Mundi was wounded . Commander Cody was able to land his AT - TEs , but the landing area came under fire from the Geonosians and their AATs . Kenobi ' s gunship was then hit and crash landed away from the landing zone . Only Kenobi and Clone Trooper Trapper survived the crash . They were then rescued by Waxer and Boil . Kenobi , Cody and their troopers then held the rendezvous awaiting Skywalker ' s and Mundi ' s forces . As Mundi ' s forces made their way through the Caltrop field to the rendezvous point , Jet contacted Admiral Wullf Yularen for air support . The Admiral however , could not divert any air support with risks to other units . Despite that , Yularen gathered a squadron and put it in reserve . Jet then left a squad with the AT - TEs and went Mundi and his Flame trooper s to the rendezvous . They went into a cave that Mundi believed would be the quickest way to the rendezvous point . In the cave , they were then attacked by Geonosians , but were able to fight their way to the end the cavern . Skywalker ' s forces then made their way to the rendezvous point against the Geonosians and their gun emplacements . Skywalker and his force then came to a fortress that blocked their path . Skywalker and Tano then scaled the wall . They were able to destroy the battle droid s , but they were then confronted by Droideka s . Skywalker and Tano were able to defeat the droidekas with Rex ' s help . They then planted explosives inside the wall and way was cleared . Skywalker ' s forces were then able to meet up with Mundi ' s forces . Skywalker then contacted Yularen for air support . Yularen was able to provide a squadron of bombers . As Kenobi ' s forces were being overrun , the bombers then took out the Geonosians ' forces surrounding the rendezvous . Skywalker ' s and Mundi ' s forces then joined Kenobi ' s to plan the last part of their attack . Skywalker would attack the outer defenses of the fortress while Kenobi brought in the AT - TEs and Mundi the gunships . Skywalker , Tano and a squad were able to penetrate the shield . They then threw droid poppers at the fortress ' s proton cannons , disabling them . Kenobi then brought the AT - TEs in range of the shield generator and destroyed . After the shield went down , Mundi brought in the gunships captured the remaining Geonosians . Kenobi and Mundi , along with the rest of their wounded , left to recuperate , leaving Skywalker , his apprentice , and their force to destroy the factory . Destroying the factory . To help Skywalker , Tano and their forces in destroying the factory , Unduli , along with her apprentice Barriss Offee and Commander Gree ' s 41st Elite Corps to assist in the attack . Skywalker originally planned for a frontal assault , but Unduli suggested that they infiltrate the factory using the catacombs under it and blow it from the inside . They agreed , despite Skywalker ' s concern , that Tano and Offee would carry out the infiltration while Unduli and Skywalker would distract Poggle ' s forces . As Tano and Offee made their way through the catacombs , Unduli and Skywalker then marched their troop s across the bridge , without cover to get Poggle ' s forces ' attention . During his time their , Poggle and his tactical droid , TX - 21 were running the factory at 50 % capacity and had ten garrisons of droid s ready to be deployed . The super tank s were not finished yet but would be ready . The droids were then deployed , marching across the bridge to fight the clones . As the two forces fought , TX - 21 then sent in Geonosians to attack from above . Despite this , Skywalker ' s and Unduli ' s forces were able to defeat the droids . However , Poggle , at the urging of TX - 21 , deployed the super tanks . As they moved in on the clones , Skywalker ordered their cannons to fire at it , to no affect . The super tanks rolled over the clones as they made their way across the bridge . As the battle raged above , Offee and Tano were able to make their way through the catacombs to the main reactor . Unfortunately , Offee inadvertently woke one of the Geonosians , who informed Poggle and TX - 21 of this . After planting the bombs , Offee and Tano were then confronted by Poggle , TX - 21 , their Geonoisans and a super tank . Tano threw a charge onto the tank that failed to even dent the super tank , but destroyed TX - 21 in the blast . Offee and Tano then fought the Geonosians to get their bombs back , but failed . When Tano was knocked out , Offee took the droid drivers and took control of the super tank . Both of them decided to use the tank to destroy the factory . As the super tanks moved across the bridge , Unduli and Skywalker planted explosives to make the tanks fall into the ravine . They were successful in destroying the tanks . However , they were then confronted by more battle droids . Skywalker then contacted Tano , telling her to set the bombs off . However , they then used the tank , knowing it might kill them . They fired the tank at the reactor , and the factory collapsed , burying them inside the wreckage . Despite that , Skywalker and Unduli were able find their apprentices alive . Search for Poggle . After the factory ' s destruction , the Separatist forces fell . Despite the high casualties to the Republic forces , Jedi Generals Kenobi and Unduli began to clean up the planet of the Separatists . They also launched a search for Poggle to capture him before he could make his escape . Luminara and a clone tracked Poggle to a temple and they were attacked , killing the trooper and capturing Luminara . After the sandstorm , Obi - Wan , Anakin , and Commander Cody lead force of Clones to investigate . Eventually they freed Luminara and recaptured Poggle . This was only after a run in with Karina the Great . Behind the scenes . The Second Battle of Geonosis , was a battle that was featured in the of the television series . It was part of a five - part story arc . Three of the episodes that featured the actual battle were Landing at Point Rain , " " Weapons Factory , " and " Legacy of Terror , " which began airing on November 4 , 2009 and concluded on November 20 . The three episodes were followed by the conclusion of the arc , " 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 .