Battle of Sullust / Legends The Battle of Sullust took place in 21 BBY during the Clone Wars , when the Confederacy of Independent Systems and the Galactic Republic clashed over the planet Sullust . While a Confederate fleet waged an intense space battle against a Republic flotilla commanded by Admiral Wullf Yularen and Jedi Generals Obi - Wan Kenobi and Anakin Skywalker , the Dark Acolyte Asajj Ventress personally led the Separatists ' starfighters against the Republic task force . Spearheading droid tri - fighter attacks , Ventress destroyed the " Resolute " , the flagship of Skywalker and Yularen , before moving in to challenge Skywalker and Kenobi in starfighter combat , dealing losses all the while . However , her push for success soon saw interference from her own Master , Count Dooku . Charged by his Sith Master , the Dark Lord of the Sith Darth Sidious , with killing Ventress to prove his true allegiance to his Master , Dooku ordered an attempt on his apprentice ' s life . After recalling Ventress ' s reinforcements , Dooku had the tactical droid TJ - 912 and her Separatist destroyer directly assault and destroy the Separatist command ship , where Ventress had engaged Skywalker and Kenobi in a lightsaber duel . With the Confederate fleet sustaining heavy damage , Dooku ordered TJ - 912 to recall their armada from the Sullust system . However , both Ventress and the Jedi escaped from the command ship prior to its annihilation . Presumed to have died at Sullust , the betrayed Ventress turned to her people , the Nightsisters of Dathomir , for aid in taking revenge on Dooku . Prelude . By 21 BBY , the second year of the Clone Wars , the Dark Acolyte Asajj Ventress had become the most trusted and cunning assassin of Count Dooku . As a Sith Lord and an apprentice to the Dark Lord of the Sith Darth Sidious , Dooku considered taking Ventress as his own Sith apprentice to overthrow his Sith Master , in accordance with the Sith ' s Rule of Two . To that extent , Dooku trained Ventress in the Sith arts , though he abstained from officially taking her as his Sith apprentice , a decision of his that Ventress resented . Growing strong in the Force , Ventress supported Dooku ' s breakaway Confederacy of Independent Systems in its struggle against the Galactic Republic . At times , she acted as Dooku ' s personal emissary to potential Separatist member worlds , and on other occasions , she operated as a spy and special agent . However , she primarily served as a Separatist field commander in a number of wartime campaigns . When battle groups from the Republic and the Confederacy met in the Outer Rim Territories ' Sullust system to do battle , it was Ventress who led the Separatists ' assault . The battle . Separatist pushes . The Sullust system became a battlefield when a fleet from the Confederate Navy — led by a " Providence " - class carrier / destroyer , in turn being flanked by two " Recusant " - class light destroyers and six " Munificent " - class star frigates — launched numerous droid starfighters to battle a flotilla from the Republic Navy . Commanded by Admiral Wullf Yularen from the " Venator " - class Star Destroyer " Resolute " , an " Acclamator " - class assault ship and five " Venator " - class Star Destroyers openly challenged the Confederate armada over the planet Sullust , deploying squadrons of ARC - 170 starfighters , BTL - B Y - wing starfighter s , and V - 19 Torrent starfighters to combat the Confederacy ' s Vulture droid starfighters and " Hyena " - class bombers . The Republic ' s escort ships — comprised of three " Consular " - class cruisers , a " Pelta " - class frigate , and a trio of " Arquitens " - class light cruisers — additionally provided supporting laser fire to counter the Separatist fleet ' s attack . As the Republic ' s starfighters moved in to harass the larger Separatist frigates , the Confederacy responded with similar offensives . While the T - series tactical droid TJ - 912 supervised the Separatist fleet from one of the " Recusant " - class destroyer s , Asajj Ventress led their droid starfighters in a vicious assault on the embattled Republic task force . Spearheading the charge from her " Ginivex " - class starfighter , Ventress took several squadrons of the Confederacy ' s new , formidable droid tri - fighters to target the " Resolute " — the flagship of Yularen and Jedi General Anakin Skywalker . While the Republic ' s " Consular " - class cruisers began to fall to Separatist fire , Ventress had the tri - fighters of Trident Group One attack the " Resolute " starboard engines , while she sent Trident Group Two to assault the cruiser ' s port - side shield generators . Once the tri - fighters had done their work , Ventress brazenly maneuvered through the " Resolute " intense turbolaser fire and blasted away at the defenseless battleship ' s bridge , where Yularen and several clone naval officer s were overseeing the battle . Although the " Resolute " was subsequently destroyed , Yularen was able to escape before its destruction . Generals Skywalker and Obi - Wan Kenobi soon joined the battle in their Delta - 7B interceptors , though they too ran afoul of Ventress and her armada of droid starfighters . When Ventress chased after the two Jedi Knights and directed laser fire at Kenobi ' s interceptor , Skywalker and Kenobi split up to divide the Dark Acolyte ' s pursuant forces . Driving the Jedi toward the Separatist fleet , Ventress personally went after Kenobi , while her tri - fighters were sent to assail Skywalker and his starfighter . Two trios of tri - fighters split up to pursue Skywalker , but the famed Jedi pilot was able to maneuver around one of the " Recusant " - class destroyers , causing the two groups of droid starfighters to crash into each other . With the Republic ' s assault ships bearing down on the Separatist frigates , Ventress pursued Kenobi past one of the Republic Star Destroyers and finally landed a laser shot on his starfighter , sending him careening toward the Confederacy ' s " Providence " - class command ship . As Ventress followed Kenobi to the Separatist flagship , Skywalker caught up with them and compromised the engines of the Dark Acolyte ' s starfighter . Both of their ships now critically damaged , Kenobi and Ventress crash - landed in the main hangar of the Separatist flagship . The betrayal of Asajj Ventress . As Separatist reinforcements were dispatched to the Sullust system , Ventress ' s growing powers , as displayed in the ongoing battle , caused Darth Sidious to sense a disturbance in the Force . Suspecting that Dooku was training her as his own Sith apprentice to overpower him , Sidious demanded that Dooku eliminate Ventress as an admission of loyalty . Not wishing to lose his valuable assassin but unwilling to disobey his Sith Master , Dooku complied with Sidious ' s demands . He recalled Ventress ' s reinforcements , and Ventress discovered his abandonment of her when she contacted him for assistance . Left by Dooku to die , Ventress faced the Jedi alone aboard the command ship . Skywalker soon joined Kenobi in the destroyer ' s hangar , freeing him from his damaged interceptor with the help of his astromech droid , R2 - D2 . The two Jedi then confronted Ventress , who — despite being injured from the crash — refused to surrender and engaged the Jedi in a lightsaber duel . Ventress managed to evade several of her adversaries ' attacks until Skywalker and Kenobi Force - pushed against her starfighter , at which point she unleashed a wave of dark side energy , capturing both Skywalker and Kenobi in a Force choke . However , Dooku ' s campaign to kill Ventress was not over . He ordered TJ - 912 — who was overseeing her own " Recusant " - class light destroyer with an OOM command battle droid — to open fire on the " Providence " - class command ship , despite the fact that such a move would destroy all of the Separatists ' forces in addition to killing Ventress and the Jedi . TJ - 912 obeyed Dooku ' s orders , and with the Republic and Confederate fleets still facing off against one another over Sullust , the tactical droid had her " Recusant " - class destroyer turn on their own " Providence " - class flagship . Moving her destroyer into attack position , TJ - 912 ordered her B1 battle droids to direct turbolaser fire at the command ship and its main docking bay . The damage wrought by TJ - 912 ' s friendly fire shook the flagship , and Ventress subsequently lost her Force hold on the Jedi . In spite of the fact that the " Providence " - class destroyer was failing and dangerously close to obliteration , the Jedi continued their duel with Ventress , though all three opponents were forced to dodge around her damaged starfighter as the listing cruiser caused it to drift . Eventually , Skywalker and Kenobi disarmed Ventress of both of her lightsabers , and the unarmed Ventress was left cornered against her starfighter at lightsaber - point . At that moment , TJ - 912 ordered a " Hyena " - class bomber to terminate its flight path in the command ship ' s main hangar , right at the location of the duel . The bomber crashed into the hangar on a suicide run , forcing Skywalker , Kenobi , and Ventress to dive for cover . In addition , two " Venator " - class Star Destroyers moved in from the Republic armada and began to fire upon the flagship , further compromising the vessel . With damage increasing , the destroyer ' s battle droid operators ordered all personnel to abandon ship . Skywalker and Kenobi broke off from their duel with Ventress and escaped from the ship in their starfighters . Once the Jedi had left , Ventress piloted the wreckage of her " Ginivex " - class starfighter — with its life support systems still intact — out of the hangar , crashing through several battle droids in the process . She escaped moments before the flagship was completely destroyed . Not finding any survivors of the command ship via scanning , TJ - 912 reported Ventress ' s apparent death to Dooku , who then ordered the tactical droid to recall the depleted Confederate fleet from the system . Aftermath . Darth Sidious was pleased with Dooku ' s obedience in killing Ventress , though Dooku was now without his most trusted assassin . Both Dooku and the Republic presumed that Ventress had been killed during the Battle of Sullust , though this was not in fact the case . The battle left a large debris field over Sullust , in which Ventress continued to survive in the derelict cockpit of her starfighter . She was eventually found by the crew of the GS - 100 salvage ship " Raider " , captained by the scavenger Ratch . After killing Ratch and his crew , Ventress commandeered the " Raider " and returned to her homeworld of Dathomir to seek aid from her people , the Nightsisters , in exacting revenge on Dooku for his betrayal . Once she had been healed by the Nightsisters and their leader , Mother Talzin , the jilted Ventress set out with fellow Nightsisters Naa ' leth and Karis for Dooku ' s palace on the planet Serenno , where she intended to assassinate him . Posing as Jedi , Ventress and her Nightsister accomplices took along stolen Jedi lightsabers to engage the count in combat . Following the Republic assault , Sullust , which had been a member world of the Confederacy , made strides toward changing its political allegiances . SoroSuub Corporation / Legends replaced Beolars Bribbs , who had served as Sullust ' s senator as well as SoroSuub ' s Chief Executive Officer , with Siin Suub , a Republic supporter . Behind the scenes . Created for the , the Battle of Sullust was featured in the episode " Nightsisters , " which aired in January 2011 . Count Dooku ' s betrayal of Asajj Ventress , the central element to the battle , was first alluded to at the August 2010 Celebration V convention by Series Producer George Lucas , though the manner in which Dooku betrayed his apprentice was not specified . The battle received its official " Battle of Sullust " name in the episode " Witches of the Mist , " which served as the conclusion to the " Nightsisters " story arc that began in the eponymous episode . In addition to showcasing a number of starship models that had been created for the television series , the battle featured the series ' debut of the droid tri - fighter , as well as the series ' debut of Ventress ' s " Ginivex " - class starfighter . It also depicted the destruction of the " Resolute " , which had long served as the flagship of Anakin Skywalker and Wullf Yularen . Alternate storyline . In an early script draft of " Nightsisters , " the battle progressed differently than the final version in the episode . In that version , the fact that Ventress is grossly outnumbered is much more palpable . Jedi Padawan Ahsoka Tano and Jedi Master Ma ' kis ' shaalas arrive at Sullust with reinforcements in the form of four " Venator " - class Star Destroyers and their own Delta - 7B starfighters . Tano and Ma ' kis assist Anakin Skywalker and Obi - Wan Kenobi in chasing down the severely outmatched Ventress , whose " Ginivex " - class starfighter is shot down and forced to crash - land inside the hangar of the Separatist flagship . Just after the four Jedi land in the hangar , a Republic starfighter attack shakes the flagship , allowing Ventress to gain the upper hand over her first opponent , Ma ' kis , whom she kills . Further starfighter assaults force Skywalker , Tano , and Kenobi to abandon the fight and evacuate from the flagship . Ventress , meanwhile , hails Dooku for reinforcements and learns that she will not be receiving any help , just as the flagship explodes . This version would have created further continuity problems , as Ma ' kis originally perished in the Expanded Universe comic " " , which takes place in 19 BBY , chronologically later in - universe . Nevertheless , this version did not make it past the 3D story stage of production for the episode .