Shadow of Malevolence " Shadow of " Malevolence " " is the third episode of of " " television series . It is the third episode of the series overall . It aired on Cartoon Network on October 10 , 2008 . Official description . " With the help of his Padawan Ahsoka and Jedi Master Plo Koon , Anakin utilizes new long - range Y - wing bombers to lead a bold strike on General Grievous ' warship the " Malevolence " and its destructive weapon . As General Grievous uses the " Malevolence " to terrorize medical bases , the Jedi rush to defend Republic space . With help from his Padawan and Master Plo Koon , Anakin leads a bold strike mission into enemy territory . " Plot summary . After several other attacks on Jedi fleet cruisers , all of which conducted by the " Malevolence " , Anakin Skywalker decides it is time to strike back . His plan is to use the new Y - Wing bombers to destroy the Separatist flagship ' s bridge , killing General Grievous and destroying the ship . However , both Plo Koon and Ahsoka think that his plan is too aggressive . Meanwhile , the " Malevolence " destroys another supply convoy , somewhere in the Outer Rim . After finishing off the final ships , Dooku contacts General Grievous and gives him a new target : the Kaliida Shoals Medical Center . Admiral Yularen contacts the Kaminoan physician Nala Se on the Medical Center , warning her of a possible attack . However , she does not believe that they will have enough time to evacuate all of her 60 , 000 wounded patients . Anakin and Ahsoka leave their " Venator " - class Star Destroyer with their squadron of Y - wing bombers , along with the Kel Dor Jedi Master Plo Koon serving as a fighter escort in his modified Delta - 7B " Aethersprite " - class light interceptor . After a hyperspace jump , Anakin ' s Shadow Squadron of Clone trooper pilot s reach the Kaliida Nebula . While traveling through it , Master Plo is horrified to learn that they are taking the Balmorra Run . Before they can turn around , though , they fly into a nest of Neebray s . Shadow Squadron is able to navigate through it , although Matchstick ' s ship sustains damage to one of its engine . Just as they reach the Kaliida Medical Center , the " Malevolence " comes out of hyperspace . After it fires its ion cannon at Shadow Squadron , Anakin loses almost half of his Y - Wings to its disabling blast and is forced to make a new plan of attack . The " Malevolence " then prepares to target the medical center . As its mega - ion cannon charges , Shadow Squadron opens fire on it , causing the ion cannon to overload when General Grievous tries to unleash it once more on the Republic ships . The blast also damages the ship ' s hyperdrive , preventing it from escaping into hyperspace . With newly arrived Republic capital ships led by Obi - Wan Kenobi and Admiral Yularen firing on him , Grievous orders the wounded flagship back to Separatist - held space . Anakin and the rest of Shadow Squadron then board the medical station , where they are congratulated by Nala Se . Anakin , however , mourns the losses of his men among Shadow Squadron , despite the great victory their lives had earned . Behind the scenes . The moral of this episode was changed from the original on the television broadcast version to " " Easy is the path to wisdom for those not blinded by themselves . … " " The moral was then reverted back to the original on the director ' s cut of the episode on the . When told to launch the ion cannons after Matchstick ' s death , the battle droid delivers the classic " Star Wars " line , " I have a bad feeling about this . " When Matchstick tells Plo Koon that the damage to his ship is " just a scratch " , he is wearing a regular Shadow Squadron helmet , and not his custom painted one . A moment later he is wearing his regular customized helmet again . Also the death of Unidentified Shadow Squadron pilot has the regular helmet as well when he is seen being killed . The scene of the Malevolence ' s attack on the Venator - class star destroyer highly resembles the Leviathan ' s orbital bombardment of Taris in . Twice when the ion cannon is fired , the camera shows a close up of the inner section firing the blast . Both screens are an homage to the Death Star firing sequence , where instead of battle droids there are Imperial technicians . Also during the talk about the medical transport attack several pilots are seen wearing Matchsticks helmet . The episode reached 2 . 8 million viewers .