Weapons Factory " Weapons Factory " is the sixth episode in of the " " television series . It is the twenty - eighth episode of the series overall . It aired on November 13 , 2009 , and is the third in a five part storyline . Official description . " Luminara and Anakin act as decoys to divert new enemy super - tanks , while Padawan s Barriss Offee and Ahsoka attempt to destroy a Separatist droid factory . " Plot summary . The Republic army is pushing forward towards the massive droid foundry after destroying the main shield generator . Unduli ' s squadron of gunships is forced to land south of Anakin ' s position . Meanwhile , Ahsoka is briefing her clone squad on the battle plan to take control of the approaching bridge by destroying the gun emplacements on the other side , but Skywalker keeps interrupting her sentences . Once the briefing is over , she demands of him why he keeps barging in her briefings , which makes her believe that he doesn ' t trust her . Skywalker defends himself by saying that he just wants to get the job done right , but this only strengthens Tano ' s irritation . They are arguing as Luminara and her Padawan Barriss arrive to discuss the plan of attack . The four Jedi then analyze the tactical data on the droid factory . Skywalker boldly suggests a frontal attack , but Unduli says that a frontal assault would be too risky . She suggests to infiltrate the catacombs beneath the factory , accessible through the bottom of the gorge , entering the foundry and destroying its main reactor with explosives . Unduli opts that she and Skywalker keep Poggle the Lesser ' s forces occupied , while the Padawans infiltrate the factory , though Skywalker believes that Tano is not ready for a mission like this , despite her insistence . As the Padawans take off , Unduli asks Skywalker as to why he doesn ' t want Tano participating , to which he doesn ' t answer . They then prepare a frontal assault by having their troops move straight towards the bridge . Meanwhile , inside the factory , Lord Poggle and his tactical droid TX - 21 monitor the factory ' s efficiency . Though it is operating at 50 percent capacity , it has already churned out ten garrisons of new droids ready to deploy . A new weapon , super tanks capable of repelling Republic artillery , approaches operational status as well . Anakin and Luminara , along with Captain Rex and Commander Gree ' s troops march across the bridge to battle the droids . Unfortunately , they fall into a trap , as Geonosian s start coming out of the surrounding spires , leaving their forces in a deadlock . As the Jedi continue to push forward , Poggle is advised by his tactical droid to set loose the super tanks , equipped with ray shielded armor powerful enough to stand against Republic artillery . Down below , the Padawans have successfully infiltrated the catacombs . They sneak past a wall filled with sleeping Geonosians , and proceed carefully , but are unable to avoid awakening one Geonosian , who follows them through the catacombs from that point onward . Eventually , the Padawans make it to the factory ' s main reactor and start placing explosives around it . However , the Geonosian they woke up has alerted Poggle and his tactical droid , who arrive with one super tank and many Geonosian warriors in the reactor room . The warriors begin picking their bombs off the reactor while the tank starts firing at the Padawans . Ahsoka attempts to stop the Geonosians by grabbing on to two winged warriors , but they cause her to slam against the reactor , knocking her unconscious . As the Geonosians escape into the catacombs , Offee is left with a choice : the bombs or Ahsoka ' s life . Outside , the super tanks ' mortar cannons make short work of the clone forces and their cannons . Skywalker orders a retreat as he and Unduli plant bombs on the underside of the bridge the tanks are on , before detonating them . They then have to face the second wave of battle droids without any heavy artillery , infantry support or escape . Inside the factory , Offee attacks the super tank , destroys the droid drivers and successfully takes control of the tank when Ahsoka wakes up . They decide to use the tank to destroy the reactor , knowing that they won ' t survive . The explosion destroys the factory , causing the spire it was built in to collapse on the droids attacking the Masters and the clone army , but the tank ' s heavy armor protects the Padawans from the massive explosion . After failing to contact the Padawans on their comlink , Unduli believes they are dead , but Skywalker determinedly orders that the rubble be moved . Deep below the surface , in the cockpit of the super tank , Tano and Offee struggle to stay conscious . Worried that they will die from lack of air , Tano fashions a communicator out of a power cell from the tank in an attempt to contact her master . Receiving the signal , Skywalker rushes over to a pile of debris , and the two masters telekinetically lift the debris off the tank , freeing their Padawans . Upon seeing the two girls still alive , Anakin says to Unduli that he never lost faith in finding their apprentices , chiding her for giving up on them too soon , but Luminara replies that , unlike him , when the time will come she ' ll simply be prepared to let her student go and asks Skywalker if he can say the same , which he does not answer . A few seconds later , while Luminara commends her Padawan for the success of the mission , Barriss tells her Master that it was thanks to Ahsoka that they managed to contact Anakin ; Unduli then admits to Ahsoka that her master never lost faith in her . Behind the scenes . Gree ' s appearance in this episode was not confirmed in either the episode or its corresponding online guide . However , it was finally clarified in the " " sourcebook .