Battle of Dathomir / Legends The Battle of Dathomir was an engagement in 20 BBY , the third year of the Clone Wars , that resulted in the annihilation of the Nightsisters of Dathomir . Seeking revenge for a previous assassination attempt concocted by his former agent Asajj Ventress and Mother Talzin of the Nightsisters , Count Dooku sanctioned an invasion of Dathomir to eliminate the entire clan of witches . General Grievous led the Separatist Droid Army ' s assault , bringing a full fleet from the Confederate Navy to strike at Dathomir . After ordering a bombing run to dislodge the Nightsisters from their fortress , Grievous landed with his battle droid troops and dispatched them to besiege the witches ' village . Undeterred , Ventress led her fellow warriors on an offensive against the droids , pushing through the jungles to Grievous ' s position . After the elder witch Daka resurrected the fallen sister s of the Army of the Dead , Ventress took her undead reinforcements to obliterate a Defoliator Deployment Tank sent in by Grievous , then headed directly for the droid landing site . Arriving at the Separatist landing craft , Ventress challenged Grievous to single lightsaber combat , naming total victory in the battle as the prize . Although nearly defeated in the ensuing duel , Grievous had his battle droids attack Ventress and her army , with the Nightsister retreating from the battlefield after being injured by blaster fire . Meanwhile , Talzin used voodoo magic to set a plague upon Dooku , who was monitoring the battle from his palace on Serenno , to pressure him into calling off his attack . With Dooku unable to defend himself from Talzin ' s magic , Grievous was ordered to target Talzin instead of Ventress , and he personally led his troops to the Nightsister village ' s Hidden Cave . Talzin relinquished her magic before escaping , but Grievous ' s murder of Daka terminated the spell sustaining the Army of the Dead . Without the aid of their zombie sisters , the remaining Nightsisters were outnumbered and massacred . Only Talzin and Ventress evaded slaughter , with the latter leaving the ravaged Dathomir to pursue a newly foretold destiny . Prelude . During the Clone Wars , the Dark Acolyte Asajj Ventress proved herself as an assassin , serving at the side of Count Dooku — Head of State of the Confederacy of Independent Systems and , less publicly , the Dark Lord of the Sith Darth Tyranus — in the Separatists ' war with the Galactic Republic . When Dooku was ordered to kill Ventress in a demonstration of loyalty to his Sith Master , Darth Sidious , he abandoned his potential Sith apprentice at the Battle of Sullust , leaving her for dead . Returning to her homeworld of Dathomir , Ventress enlisted the aid of her people , the Nightsisters , to exact revenge on Dooku for his betrayal . The coven ' s leader , Mother Talzin , used her dark magicks to transform a Nightbrother warrior , Savage Opress , who — while secretly under the Nightsisters ' control — was gifted to Dooku as a replacement assassin . Ventress then launched her strike , using Opress in her bid to her kill her former Master . Ventress ' s scheme for revenge did not go as planned : Opress broke free of her spell and turned on both her and Dooku , while the Sith Lord nearly succeeded in executing her as he had originally intended . Forced into self - exile , Ventress escaped and spent some time reevaluating her life . She returned home to Dathomir in 20 BBY , the third year of the war , in search of sanctuary . Meeting with Talzin in the Nightsister fortress , Ventress conferred with the clan shaman on the subject of her future , as she was uncertain of what to do now that she was no longer Dooku ' s agent . When Talzin proposed that she leave behind the Clone Wars and the ways of the Sith , Ventress agreed to be baptized as a full Nightsister , beginning a new life with her people . Having harbored a grudge against Ventress and Talzin since their attempt on his life , Dooku monitored his former apprentice ' s movements and learned of her return to Dathomir . Dooku summoned General Grievous , the Supreme Commander of the Droid Armies and a rival of Ventress during her service to the Confederacy , to his palace on Serenno and ordered him to exterminate the Nightsister witches before they continued to plot against the Sith Lord . Dooku intended for Grievous ' s confrontation with Ventress to be yet another test of his general ' s abilities . Heeding Dooku ' s orders , Grievous immediately marshaled a massive detachment of the Separatist Droid Army — including droid starfighters , heavy tank artillery , and hundreds of battle droids — onto several C - 9979 landing craft , then proceeded to Dathomir with his forces aboard a full fleet from the Confederate Navy . The battle . The invasion of Dathomir . Grievous commanded his fleet of four " Munificent " - class star frigates , two " Recusant " - class light destroyers , and a pair of Separatist supply ships from his flagship , a " Providence " - class carrier / destroyer . Upon exiting hyperspace in the Dathomir system , Grievous ordered his crew of OOM security battle droid s to launch the invasion , beginning with landing their troops on Dathomir . En route to the surface aboard one of the flotilla ' s six deployed C - 9979 landing craft , Grievous sent an advance squadron of Vulture droid starfighters and " Hyena " - class bombers to force the Nightsisters from their fortress , where the witches were currently holding a feast to celebrate the baptism of Ventress . Hearing the approach of the incoming starfighters from the skies , the Nightsisters took cover as the bombers attacked their home , scattering for cover from the bombing run s . While his droid squadron was strafing the fortress , Grievous landed to the west in a forest clearing , establishing a perimeter and then deploying his battle group in attack formation . Armored Assault Tanks and lines of B1 battle droids disembarked from the landing craft , while Multi - Troop Transports deployed squads of B2 super battle droids , all of them heading to assault the Nightsisters at their fortress . As the battle droids marched through the jungle , a squadron of " Hyena " - class bombers and droid tri - fighters continued to besiege the stronghold , targeting the supports of the village entrance . One of the supports fell on the Nightsister Karis , and though Ventress levitated the beam away with the Force , she was unable to prevent her comrade from dying . In spite of her distress that she had brought Dooku ' s attention to Dathomir , Ventress was left with no time for regret , as the battle droids reached the fortress shortly thereafter . Using one of the fallen supports as cover from the droid blaster fire , the Nightsister warriors took up their trademark energy bows against the invaders , while Talzin used her magic to summon a protective bubble and unleash her brand of lightning upon the droids . Recognizing that they were vastly outnumbered , Ventress stated that they would need an army to withstand the enemy invasion . Talzin agreed to speak with the elder witch Old Daka to assemble the needed reinforcements . Leaving Talzin to raise their reserves , Ventress activated her lightsabers and took up command of her fellow warriors , spearheading an offensive to drive back the droids . Organizing a multilevel strike , Ventress had some of her comrades take to the trees to rain energy arrows upon the droids from above , while she led the ground push against the eastern front of the invading army , hundreds of droids strong . Behind the Separatist forward lines of B1 and B2 battle droids came BX - series droid commandos , intended to strike down any survivors of the advance forces ' firepower . The Nightsister archers were able to shoot down several droid commandos before the latter reached their vantage point in the trees , while other warriors on the ground cut through the B1 , B2 , and BX - series battle droids with daggers . The Nightsister Luce stole two droid commandos ' E - 5 blaster rifles after they destroyed her energy bow , gunning down her attackers in quick succession . Ventress held her own against the Separatist troops , making quick work of her droid adversaries with her lightsabers . Supervising his battle group ' s progress from one of the landing craft at the deployment site , Grievous received reports that Ventress was leading the Nightsisters ' assault and elected to send in a Defoliator Deployment Tank , which housed an experimental Defoliator cannon that would raze organic material to the ground without harming mechanics , such as his droid troops . Once it reached the battle zone with an escort of four Armored Assault Tanks , the Defoliator Deployment Tank launched several warheads , claiming the lives of a number of Nightsisters and forcing the rest to take cover from the burning carnage , with no cover left for the witches to escape the droids ' blaster fire . At that moment , the Nightsisters ' reinforcements arrived in the form of the Army of the Dead . Sustained by Daka ' s Chant of Resurrection , the deceased sister s were reanimated as zombies , arriving to aid Ventress to push back the Separatists . The undead sisters mindlessly ripped through the Separatists ' ranks , smashing through everything in their path . Their arrival gave Ventress the opportunity to press her attack against Grievous and his droid army . Massacre of the Nightsisters . Bolstered by the numbers of the Army of the Dead , Ventress resolved to use her reinforcements to clear a direct path to Grievous ' s landing site . She and several other warriors commandeered an Armored Assault Tank whose droid pilot had fallen to the zombie ranks , using the tank ' s heavy laser cannon to destroy the Defoliator Deployment Tank . With the Undead Army clearing the way through the droids , Ventress and the Nightsisters reached the deployment site aboard their stolen tank , abandoning it to push toward the landing craft . Once Ventress arrived , Grievous disembarked from his ship with several IG - 100 MagnaGuard bodyguards , ordering his battle group to hold position while Ventress issued similar orders to the Nightsisters . With their respective armies holding their distance , Ventress met Grievous in the no - man ' s land and challenged him to single combat , dictating that the victor of their lightsaber duel would triumph over the loser ' s faction — victory for Grievous would secure a Nightsister surrender , while Ventress ' s success would force the Separatist Droid Army to depart from Dathomir . The two longtime rivals began to duel , engaging in saberlock after saberlock as Ventress employed her dual lightsabers against Grievous ' s four . At one point , Grievous kicked Ventress backward , but the Nightsister responded with a furious attack , relentlessly battering at her adversary ' s defenses until she landed a blow on the cyborg and severed one of his arms . Yet despite being bested , Grievous ordered his battle droids to kill Ventress , forcing her to direct her attention to deflecting enemy fire . As all - out fighting erupted on the battlefield between the Separatists and the Nightsisters , one laser shot slipped through Ventress ' s blades , hitting her in the shoulder and providing Grievous an opportunity to exploit her momentary distraction . Before he could execute her , a horde of Nightsister zombies intervened , attacking the cyborg general while Ventress stumbled out of his range . Luce attempted to help her to safety but was fatally shot in the back by a battle droid , which Ventress Force - pushed away . After Luce died , Ventress — having seen so many comrades fall that day — retreated from the battleground and into the jungle , abandoning her coven . Meanwhile , Talzin joined Daka in the village ' s Hidden Cave , employing voodoo magic to inflict a plague on Count Dooku , who was holograph ically monitoring the battle from his palace on Serenno , in an effort to force him to cease his assault . Although Dooku refused to yield to her demands , he was unable to defend himself from Talzin ' s magic and thus contacted Grievous via hologram to relay new orders , as Talzin was intent upon killing the Sith Lord . Receiving Dooku ' s holotransmission , Grievous was told to eliminate Talzin , his clue to finding her being that the witches ' magic manifested itself as green mist . Relaying their new target of Talzin to his forces , Grievous led the march to the Nightsister fortress , pressing through the warriors and zombies guarding the village . While the remaining Nightsisters mounted a defense of their home , Grievous proceeded to the Hidden Cave with a squad of battle droids . He had one of his droid commandos blast through the cave ' s wall with an RPS - 6 rocket launcher , exposing Talzin and Daka inside . After Grievous killed Daka , the spell sustaining the Army of the Dead was severed , leaving the Nightsister warriors without their undead comrades . The few Nightsisters still defending the village were massacred by the battle droids , who carried out the onslaught without hesitation . Grievous then turned on Talzin , who summoned her magic to teleport away from his lightsaber attack and the droids ' blaster fire . Nevertheless , Grievous knocked over the cauldron that had been maintaining her voodoo magic , subsequently ending Dooku ' s torture . Aftermath . The Battle of Dathomir resulted in a victory for the Confederacy , with all of the Nightsisters killed save for Ventress and Talzin . As part of its mopping - up operations , Grievous ' s droid infantry destroyed the " Raider " , a GS - 100 salvage ship that Ventress had acquired in the aftermath of the Battle of Sullust . Alone in the forest , Ventress experienced a vision of Talzin and learned of their clan ' s slaughter , while also being told of a new destiny by the clan mother . Once again forced into exile , Ventress left to pursue her newly foretold destiny , wandering through the Outer Rim Territories and ending up on the desert planet Tatooine . There , she became involved with a group of mercenaries led by the young bounty hunter Boba Fett and accompanied them on a job on the planet Quarzite . Talzin , meanwhile , remained on - world , aiding Savage Opress from afar in his search for his long - lost brother , the Sith Lord Darth Maul . Despite the decimation of her clan , she believed that the Nightsisters would survive , as had been the case throughout their history . When Grievous and the Separatist Droid Army departed from Dathomir , they left behind the remains of their droid forces , with the wreckage of Separatist troops and vehicles scattered amidst the corpses of the Nightsisters . It was in that state that Opress found the derelict Nightsister fortress when he brought Maul to be healed by Talzin . Behind the scenes . The Battle of Dathomir was created for the and was featured in the episode " Massacre , " which aired on February 24 , 2012 as part of the series ' . Asajj Ventress ' s duel with General Grievous , one of the central parts of the battle , was previewed prior to then in September 2011 as part of a promotional trailer for the season . The battle was officially named by Leland Chee , the Keeper of the Holocron continuity database , in a tweet on Twitter . com . Besides advancing the series ' portrayal of Ventress , the battle opened the season ' s four - part finale story arc . In December 2012 , StarWars . com ranked the Battle of Dathomir as the third most memorable moment of the television series from 2012 .