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ANNOUNCER: <i>A deadly weapon unleashed.</i>

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The Separatist battleship Malevolence
<i>advances unopposed</i>

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<i>through Republic space,</i>

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<i>tearing apart any ship</i>
<i>that stands in its path.</i>

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<i>After a daring rescue and narrow escape,</i>

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<i>Anakin Skywalker prepares</i>
<i>a counterattack on the enemy ship</i>

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<i>and its diabolical droid commander,</i>
<i>General Grievous.</i>

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<font color="
has been commissioned by the Senate

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to hunt down the enemy's new battleship.

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As the bulk of our fleets are engaged
on the front lines, we'll be on our own.

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General Skywalker has prepared
our attack strategy.

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Thank you, Admiral.

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While our capital ships are vulnerable
to the enemy's attack,

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I believe a squad of bombers
can outmaneuver their ion weapon.

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Our target will be the bridge
and General Grievous.

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The head clanker.
Skywalker's getting pretty ambitious.

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Our bombers will attack at high speed
to evade the enemy's ion weapon.

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We'll concentrate our firepower
on the bridge superstructure, here.

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We destroy General Grievous
and the ship will fall with him.

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Any questions?

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Just tell us where that metal head is, sir.

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Yeah, we've been waiting for a chance
to take him out.

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All right, men, settle down.
This is an important mission.

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We destroy Grievous,
we can bring the war to a quicker end.

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Pilots, prepare your bombers.

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Skywalker, this is an aggressive plan.

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Are you sure your squadron
can complete this mission?

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Let's ask them. Matchstick!

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-You think our boys can pull it off?
-Yes, sir!

30
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There hasn't been a mission
Shadow Squadron couldn't complete.

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That's right. Minimal casualties,
maximum effectiveness. That's us.

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I admire your confidence, pilot.

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Even so, minimal casualties
may be enough

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to prevent you
from breaking Grievous' defenses.

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Master Plo is right.

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With Grievous on that ship's bridge,
it's bound to be well protected.

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Don't worry, Ahsoka.

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We'll destroy that bridge,
and Grievous along with it.

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Master Skywalker seems to inspire
great confidence in his men.

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He does lead by example.

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(GRIEVOUS LAUGHING)

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So much for the Jedi escort.

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The last transport is fleeing, General.
You've got them on the run.

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They won't get far.
Charge the plasma rotors!

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They're moving to attack position, sir.
Still setting the coordinates.

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Are we clear to make
the jump to hyperspace?

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Fire ion weapon!

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We've lost all power!

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Boy, this is a lot more fun
when they're not shooting back.

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I still can't seem to hit anything.

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<i>Grievous, those battle droids</i>
<i>are expensive.</i>

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<i>The Jedi are never that harsh</i>
<i>with their clones.</i>

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(GRIEVOUS SNARLS)

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The care these Jedi show for their troops
is a weakness.

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<i>A weakness we shall continue to exploit.</i>

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<i>I have the coordinates for a new target.</i>

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<i>The Republic’s secret</i>
<i>Outer Rim medical station.</i>

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<i>It is unprotected</i>
<i>and treating over 60,000 wounded clones.</i>

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<i>We will do them a favor</i>
<i>and put them out of their misery.</i>

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<i>Once you have destroyed it,</i>

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<i>there will be nowhere for the Jedi</i>
<i>to send their wounded,</i>

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<i>and they will die.</i>

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It will be a pleasure, my lord.

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<i>I feel very confident leaving the ship</i>
<i>under your command, General.</i>

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DROID: General!

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Target those escape pods!
I have a reputation to uphold.

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(DROIDS BUZZING)

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(R2-D2 BEEPING)

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-<font color="
-You're with me. You'll be my gunner.

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Somebody's got to watch my back.

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Broadside could do that.
Besides, you have Artoo.

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(R2-D2 BEEPING)

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But I so enjoy your company, my Padawan.

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-Just admit it. You don't like my flying.
-Well, no, I...

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(LAUGHING NERVOUSLY)
No, it's not that. It's just I...</font>

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PLO: Skywalker.

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The enemy warship has attacked
our convoy of medical transports

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near Ryndellia.

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Medical transports?

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Only General Grievous would go
after clones who can't fight back.

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The Ryndellia system.

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Near Naboo!
Isn't that where our medical base is?

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I'll bet that will be his next target.

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There are many star clusters in that area.
With a ship that big,

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he will be unable to chart a course
that's less than 10 parsecs.

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Looks like we're gonna have
to take a shortcut.

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Admiral, warn that station what's coming.

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This journey may be treacherous.

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If you lose any ships
before you reach the target...

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We won't lose anybody.

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I will come along and fly fighter escort.

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ANAKIN: Any help is welcome, Master Plo.

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(R2-D2 WHISTLES)

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Just try not to fall behind.

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I had a feeling you'd be coming along.
Your ship has already been prepped.

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NALA: Even if we had the transports,

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it is not possible to evacuate
all of our wounded in time.

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<i>You must try. You won't stand a chance</i>
<i>against that battleship.</i>

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<i>Nala Se, I only just received word.</i>

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<i>I've contacted the Naboo.</i>
<i>They are sending ships to help you.</i>

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<i>-And I am on my way, as well.</i>
-Thank you, Master Jedi.

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CLONE: If they reach us in time,

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do you really think
they're going to stop that thing?

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It is our only hope.

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Launch the fighters.

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OBI-WAN:<i> I hope you know</i>
<i>what you're doing, Anakin.</i>

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Well, if I don't,

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<i>I won't be around to hear</i>
<i>the "I told you so."</i>

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That's reassuring.

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Well, take your shortcut,
and I'll take the long way.

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-But you better be there before I arrive.
<i>-I'll be there, Obi-Wan.</i>

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Shadow Squadron, tighten formation.
Call in.

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Shadow 2, standing by.

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Shadow 3, standing by.

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Shadow 4, standing by.

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(R2-D2 BEEPING EXCITEDLY)

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I know, Artooie.
This is gonna be a tough one.

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Cut the chatter, Ahsoka.

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Shadow 11, standing by.

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Shadow 12, standing by.

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<font color="

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This is Admiral Yularen.
You are cleared for hyperspace jump.

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<i>-Good hunting, sir.</i>
-Thanks, Admiral.

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ANAKIN:<i> All right, boys, let's go.</i>

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Broadside, if we make it
through this one, drinks are on me.

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I can already taste it.

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GRIEVOUS: What's taking so long?

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I want to get there before
too many wounded clones escape.

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DROID: Sorry, sir.

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The navicomputer has had to calculate
a complex course

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around a large nebula
near the medical station.

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They told me this ship was fast!

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Okay, if we can just manage
to navigate through my shortcut,

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we'll be all right.

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A nebula can be very unpredictable.
I advise caution.

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Don't worry about us, Master Jedi.

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We can hold our own.
Right, Shadow Squadron?

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Copy that, Shadow 2.

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Does anyone care
what the Padawan thinks?

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Of course we care, Snips!

141
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But we're still going through that nebula.

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(R2-D2 BEEPING)

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Thanks, Artooie.

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CLONE:<i> The evacuation</i>
<i>is proceeding slowly, madam.</i>

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We will have to move the patients
in stable condition first.

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The more critically injured
will have to wait.

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<font color="
<i>Many of those men can't be moved at all.</i>

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I know, Commander.

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00:10:01,030 --> 00:10:06,080
Guide the patients that can be moved
onto transports as quickly as you can.

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00:10:06,540 --> 00:10:07,790
<i>At once, madam.</i>

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00:10:14,050 --> 00:10:16,760
This soup is thick.
Can you see anything?

152
00:10:16,970 --> 00:10:19,100
Just keep your eyes on my thruster,
Shadow 2.

153
00:10:19,380 --> 00:10:20,630
(BUZZING)

154
00:10:21,140 --> 00:10:23,390
They'll have to. The scanners are useless.

155
00:10:23,470 --> 00:10:25,220
This is old-fashioned flying.

156
00:10:25,310 --> 00:10:28,430
You have to feel your way through
to stay on course.

157
00:10:28,600 --> 00:10:30,730
PLO:<i> Skywalker is right, Ahsoka.</i>

158
00:10:31,060 --> 00:10:34,940
Clear your mind, young one,
and you will see the path.

159
00:10:35,730 --> 00:10:38,400
Right now, I can't see anything at all.

160
00:10:40,070 --> 00:10:41,910
BROADSIDE: <i>I always know</i>
<i>where I'm going.</i>

161
00:10:42,030 --> 00:10:43,570
Yeah? Where's that, Broadside?

162
00:10:43,910 --> 00:10:46,240
I'm going to blow up that battleship.

163
00:10:46,790 --> 00:10:49,580
A clear path if ever there was one.

164
00:10:55,880 --> 00:11:00,420
DROID: Sir, the navicomputer indicates
we only have one parsec to go.

165
00:11:00,470 --> 00:11:05,260
Good. We will maximize our casualties
with this attack.

166
00:11:05,310 --> 00:11:08,440
DROID: General, there's an incoming
transmission from Count Dooku.

167
00:11:08,560 --> 00:11:09,770
(DEVICE BEEPING)

168
00:11:09,810 --> 00:11:13,730
<i>General Grievous, I have received</i>
<i>intelligence from Lord Sidious.</i>

169
00:11:13,770 --> 00:11:16,650
<i>The Republic has launched</i>
<i>a small strike force</i>

170
00:11:16,780 --> 00:11:18,620
to attack the Malevolence.

171
00:11:18,650 --> 00:11:23,780
Let the Republic come!
Our ship is unstoppable!

172
00:11:23,820 --> 00:11:29,080
<i>Skywalker is leading the mission.</i>
<i>Do not underestimate him.</i>

173
00:11:29,120 --> 00:11:30,290
(SCOFFS)

174
00:11:30,330 --> 00:11:34,460
I assure you, Count,
if anything, it is Skywalker

175
00:11:34,580 --> 00:11:38,250
who will underestimate this ship
and its power.

176
00:11:44,970 --> 00:11:47,800
So, Skyguy, how did you know
about this shortcut?

177
00:11:47,850 --> 00:11:49,970
It's an old smuggler's route.

178
00:11:50,100 --> 00:11:52,270
The pilots used to talk about it
on Tatooine.

179
00:11:52,310 --> 00:11:53,810
Smuggler's route?

180
00:11:53,940 --> 00:11:55,980
Ha! That makes me feel better!

181
00:11:56,110 --> 00:11:58,650
ANAKIN:<i> They call it the Balmorraa Run.</i>

182
00:11:58,780 --> 00:11:59,990
Balmorra Run?

183
00:12:00,030 --> 00:12:01,110
(BEEPING)

184
00:12:01,150 --> 00:12:02,320
I think I'm picking up a contact.

185
00:12:02,490 --> 00:12:05,990
Skywalker! Listen to me!
We need to turn around!

186
00:12:06,120 --> 00:12:08,370
We can't.
Not if we're gonna catch Grievous.

187
00:12:08,790 --> 00:12:12,050
Another contact! This one's much larger.

188
00:12:12,160 --> 00:12:15,670
<i>Skywalker! Balmorraa's the nesting ground</i>
<i>of the giant Nebray mantas!</i>

189
00:12:15,790 --> 00:12:18,040
Another? Another!

190
00:12:18,170 --> 00:12:19,170
(GASPS)

191
00:12:21,170 --> 00:12:22,510
Take evasive action!

192
00:12:31,350 --> 00:12:32,520
(R2-D2 BEEPING)

193
00:12:32,640 --> 00:12:35,140
Those gas-gulpers are huge!

194
00:12:37,360 --> 00:12:39,070
Don't shoot, or they'll panic!

195
00:12:39,320 --> 00:12:42,070
They'll panic? I'm about to panic!

196
00:12:42,360 --> 00:12:43,690
There are so many of them!

197
00:12:52,200 --> 00:12:55,040
I'm hit! My stabilizer's out!

198
00:12:59,380 --> 00:13:00,880
Pull it together, Matchstick!

199
00:13:02,710 --> 00:13:04,340
I'm okay. I got it.

200
00:13:07,220 --> 00:13:10,010
These things are gonna make a meal
out of us!

201
00:13:10,100 --> 00:13:11,890
(R2-D2 BEEPING NERVOUSLY)

202
00:13:12,020 --> 00:13:13,730
All wings, line up behind me!

203
00:13:13,850 --> 00:13:14,930
Roger that, boss.

204
00:13:30,120 --> 00:13:32,950
Hurry! They will not follow us
beyond the nebula.

205
00:13:35,210 --> 00:13:37,920
-That one looks hungry.
-Nah, it's just smiling at you.

206
00:13:46,930 --> 00:13:48,140
We're coming out of it!

207
00:13:51,970 --> 00:13:54,600
Let's hope your shortcut paid off.

208
00:13:55,230 --> 00:13:56,730
We're not far behind Grievous now.

209
00:13:59,600 --> 00:14:03,060
<i>The medical station reports</i>
<i>50% of patients evacuated.</i>

210
00:14:03,110 --> 00:14:04,610
That's not good enough.

211
00:14:04,650 --> 00:14:07,280
They'll never be finished
before the enemy arrives.

212
00:14:07,320 --> 00:14:10,240
<i>General Skywalker still has a chance</i>
<i>to catch Grievous.</i>

213
00:14:10,280 --> 00:14:13,780
-If he does, we have to be ready.
<i>-Yes, sir.</i>

214
00:14:24,670 --> 00:14:27,800
Shadow 2,
what is the damage to your ship?

215
00:14:28,010 --> 00:14:29,340
Just a scratch, sir.

216
00:14:29,510 --> 00:14:32,510
We must not take
any more unnecessary risks.

217
00:14:32,640 --> 00:14:37,850
If we lose even a single ship,
our mission is that much closer to failure.

218
00:14:38,020 --> 00:14:41,190
Understood, Master Plo.
But we didn't lose any ships, and I didn't...

219
00:14:41,310 --> 00:14:44,150
<i>-<font color="
-I thought those things wouldn't follow us.

220
00:14:44,270 --> 00:14:47,610
Not following, coming out of hyperspace.
It's a ship.

221
00:14:48,280 --> 00:14:50,150
It's the Malevolence.

222
00:15:02,130 --> 00:15:04,340
A squadron of Republic fighters
is approaching.

223
00:15:04,380 --> 00:15:05,790
Skywalker!

224
00:15:09,670 --> 00:15:12,840
Launch fighters and bring the ship around.

225
00:15:12,970 --> 00:15:16,180
DROID: There are several medical
transports surrounding the station.

226
00:15:26,360 --> 00:15:31,190
Target the transports first!
I want every single ship destroyed!

227
00:15:31,530 --> 00:15:32,820
Roger, roger.

228
00:15:49,510 --> 00:15:52,170
Ha! This is too easy!

229
00:15:56,760 --> 00:15:58,390
We've got fighters coming in!

230
00:16:03,690 --> 00:16:06,060
ANAKIN:<i> Hold it steady.</i>
<i>Come on, hold it steady.</i>

231
00:16:06,230 --> 00:16:09,400
Charge the ion cannon and prepare to fire!

232
00:16:09,530 --> 00:16:12,400
But, sir, our fighters
will be caught in the blast.

233
00:16:12,450 --> 00:16:14,210
Fire at my command!

234
00:16:16,740 --> 00:16:21,370
-Get those fighters off of us!
-Your fancy flying is making it difficult!

235
00:16:21,750 --> 00:16:22,790
Fire!

236
00:16:25,750 --> 00:16:28,290
-Incoming!
-Make towards the edge of the ray! Now!

237
00:16:31,720 --> 00:16:33,390
Give it everything you've got.

238
00:16:33,720 --> 00:16:35,760
(LAUGHING MALICIOUSLY)

239
00:16:35,890 --> 00:16:38,600
Shadow 2, your speed is dropping.
What's wrong?

240
00:16:38,720 --> 00:16:41,140
Nothing, sir.
Just trying to keep it together.

241
00:16:41,600 --> 00:16:42,720
You can make it, Matchstick.

242
00:16:42,810 --> 00:16:43,930
<i>Hang on!</i>

243
00:16:45,900 --> 00:16:46,950
(GASPS)

244
00:16:47,810 --> 00:16:48,940
CLONE:<i> Watch out!</i>

245
00:17:01,410 --> 00:17:03,160
Shadow Squadron, check in.

246
00:17:03,460 --> 00:17:05,920
We lost Matchstick and Tag.

247
00:17:06,790 --> 00:17:09,630
<i>Shadows 6, 7 and 10</i>
<i>were caught in the ray.</i>

248
00:17:15,260 --> 00:17:19,180
It looks as though Skywalker has failed.
He's lost almost half his ships.

249
00:17:19,300 --> 00:17:20,640
We should go, madam.

250
00:17:20,930 --> 00:17:22,350
I will stay.

251
00:17:28,810 --> 00:17:29,980
PLO: Stay on course.

252
00:17:30,440 --> 00:17:31,810
This flak is heavy!

253
00:17:32,150 --> 00:17:33,520
All deflectors, double front!

254
00:17:34,690 --> 00:17:38,320
Master! We need a new plan!

255
00:17:38,450 --> 00:17:40,360
We can make it, Ahsoka. Hang in there.

256
00:17:44,620 --> 00:17:46,700
Sir, the enemy fighters are closing.

257
00:17:47,210 --> 00:17:50,830
Let them come! Prepare the ion cannon.

258
00:17:51,000 --> 00:17:56,670
First we will destroy the medical station,
then we will finish off Skywalker.

259
00:17:56,970 --> 00:17:59,130
I have a bad feeling about this.

260
00:18:00,970 --> 00:18:02,640
Watch those towers, boys!

261
00:18:06,940 --> 00:18:08,320
We're too close! Loosen up!

262
00:18:16,190 --> 00:18:17,490
Ion cannon ready.

263
00:18:17,820 --> 00:18:20,320
They're targeting the station.
We're running out of time.

264
00:18:22,200 --> 00:18:26,490
Master! You can make it,
but everyone else is getting shot down!

265
00:18:27,960 --> 00:18:29,210
<i>Master!</i>

266
00:18:31,380 --> 00:18:33,040
Station has been targeted.

267
00:18:34,300 --> 00:18:36,890
Start the ion cannon acceleration.

268
00:18:39,840 --> 00:18:41,720
If we can do enough damage,

269
00:18:41,800 --> 00:18:44,800
the weapon may overload
when Grievous tries to fire.

270
00:18:49,850 --> 00:18:51,560
Shadow Squadron, new target.

271
00:18:51,730 --> 00:18:53,690
<i>We're taking out the starboard ion cannon.</i>

272
00:18:58,740 --> 00:19:01,200
Ion cannon, 75% charged.

273
00:19:01,490 --> 00:19:02,570
Hurry!

274
00:19:10,750 --> 00:19:11,910
Torpedoes away!

275
00:19:31,190 --> 00:19:32,270
Fire!

276
00:19:47,790 --> 00:19:49,210
Good work, Shadow Squadron!

277
00:19:49,700 --> 00:19:51,450
ANAKIN:<i> Nice job, Ahsoka!</i>

278
00:19:56,250 --> 00:19:57,840
GRIEVOUS: Damage report.

279
00:19:57,960 --> 00:20:00,250
We've lost both primary weapons.

280
00:20:00,760 --> 00:20:03,800
-The hyperdrive has been disabled.
-GRIEVOUS: Impossible!

281
00:20:03,930 --> 00:20:06,640
General, we are picking up
three Republic warships

282
00:20:06,760 --> 00:20:08,010
entering the system.

283
00:20:21,030 --> 00:20:23,030
-Anakin, do you copy?
<i>-ANAKIN: I'm here.</i>

284
00:20:23,150 --> 00:20:26,360
Congratulations. It looks
like your mission was a success.

285
00:20:26,820 --> 00:20:29,330
Partially, but Grievous is still alive.

286
00:20:29,870 --> 00:20:33,960
The battle was pretty rough on my men.
We're heading for the medical station.

287
00:20:34,000 --> 00:20:36,000
We'll take it from here.

288
00:20:36,040 --> 00:20:38,330
But don't worry,
we'll call when we need you.

289
00:20:38,460 --> 00:20:39,840
<i>I'll be waiting, Obi-Wan.</i>

290
00:20:39,920 --> 00:20:44,010
All right, let's finish what Anakin started.
Ahead full.

291
00:20:44,880 --> 00:20:46,180
(GRUNTS IN FRUSTRATION)

292
00:20:46,220 --> 00:20:49,850
Full retreat! Make for Separatist space.

293
00:21:09,240 --> 00:21:11,450
PLO: Great job, Master Skywalker.

294
00:21:11,540 --> 00:21:14,870
Your leadership skills
are most impressive.

295
00:21:14,910 --> 00:21:16,710
You didn't do so bad yourself.

296
00:21:16,870 --> 00:21:21,380
Uh, excuse me, I believe it was
my suggestion to change the plan.

297
00:21:21,460 --> 00:21:25,300
-That's kind of true, Snips.
-<font color="

298
00:21:32,310 --> 00:21:33,890
Make sure our ships are ready.

299
00:21:33,980 --> 00:21:36,740
We'll only have a short time
before Obi-Wan calls us for support.

300
00:21:36,810 --> 00:21:38,190
Yes, sir.

301
00:21:41,770 --> 00:21:47,280
NALA: General Skywalker, I wanted to
thank you for your valiant effort today.

302
00:21:48,070 --> 00:21:51,030
Do not take the lives you saved lightly.

303
00:21:51,120 --> 00:21:54,620
I don't. But I also can't take
the lives I lost lightly.

304
00:21:55,960 --> 00:21:57,170
I see.

305
00:21:57,830 --> 00:22:01,080
If you will excuse me,
I must prepare for the coming battle.

306
00:22:05,420 --> 00:22:08,510
Your master is a very curious Jedi.

307
00:22:09,090 --> 00:22:10,970
He is one of a kind.