Characters: Bal'demnic King, Bal'demnic Warriors, Bal'demnic Technicians, Plo Koon, Sha Koon, Ahsoka Tano, Commander Wolffe, Corporal Comet, Wolfpack Clones, Scuba Clones, Battle Droids, Aqua Droids, Nix Card, ARC Commander Blitz.
Narration: "Battle of Bal'demnic! While Ahsoka Tano leads Scuba clones in a skirmish underwater, Separatist forces attempt to claim the hilltops, defend by the Bal'demnic warriors and valiant Wolfpack clones!"
Ahsoka and the scuba clones continue to search for enemies in the water. Up above, Plo Koon and Sha Koon join the Bal'demnic Warriors in surrounding the beach, in case of further droid attack. Suddenly, Aqua Droids ambush Ahsoka and the scuba clones. Ahsoka slices off several Aqua Droids arms, preventing them from shooting her, while other droids attempt to rob scuba clones of their weapons. Ahsoka assists by slicing up Aqua Droids while they are distracted in trying to steal the weapons. With all the Aqua Droids there defeated, Ahsoka and the scuba clones move on. Up above, Separatist forces assault the beach, Battle Droids lead spider walkers in the attack. Plo and Sha ignite their lightsabers, and deflect blaster fire coming their way, while the Bal'demnic warriors stand and watch, afraid to fight. Plo and Sha struggle to hold all the droids back, Sha screams at them "What are you waiting for? Help us, defend you're homes!" As Plo slices down an attacking Battle Droids, he says to the Bal'demnic warriors "If you don't help us, you are certainly going to die, so help us to have a chance of living." The Bal'demnic realize their limited options, and shoot down Battle Droids about to take out Sha Koon. "Finally!" she says, as she takes out another Battle Droid. Plo Koon says nothing, but slices the legs off a spider walker, sending the big walker down to the ground. A Wolfpack trooper in a bunker above them fires a rocket launcher, taking out another spider walker. The Wolfpack trooper rejoins his squad, as the last of the spider walkers are finished, and Sha Koon takes care of the Battle Droids...
Meanwhile, Wolffe, Comet and the Wolfpack use jetpacks to join ARC Commander Blitz. "So far, so good, Blitz?" asks Wolffe, and Blitz replies "No attack on these cliffs as of yet." Suddenly, Blitz is forced to take back those words, as explosions happen to their right. As they turn around for the source, several Wolfpack clones are hit by blaster bolts and tank shells, including Blitz, who is shot by a spider droid, sending Blitz down crashing to the beach below, the fall killing him, with Wolffe having been unable to reach him. Wolffe and Comet gather the remaining men, and start to fight back against the oppressors. Several rocket launcher shells destroy oncoming AAT's, but they meet their next threat in a trident drill which comes on land. "I'm going in!" calls Wolffe. "Wait for me, Commander!" says Comet, and they both use jetpacks to fly onto the trident drill. Having blown their way inside, Wolffe and Comet destroy all Battle Droids inside, before placing explosives. Having got back to higher ground, Wolffe blows up the trident drill, sending it back into the sea. With hundreds of droids heading for them Plo and Sha Koon head for higher ground. With the bunkers in pieces, Bal'demnic technicians attempt to fix them up, but are blown aside by oncoming AAT's. In the water, Ahsoka says to the scuba clones "My role now is back on land. You all know what you have to do!" and the scuba clones nod, before heading away from her, as Ahsoka returns to the surface. Upon reaching the surface, she finds the droids swarming on the beach. Ahsoka takes the long route, around the cliffs. Forced to retreat from the amount of droids attacking, Wolffe, Comet and Wolfpack clones take shelter in a cave...
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