|Airdate:||February 24, 2012|
- "One must let go of the past to hold onto the future."
"Count Dooku is determined to have revenge against the Nightsisters of Dathomir after their betrayal. General Grievous launches an all-out droid attack against the magic-wielding witches, and Mother Talzin and Asajj Ventress lead the defense with all the dark powers at their command."
Asajj Ventress, who was in exile in the Outer Rim after a humiliating betrayal by her former pawn Savage Opress, returned to Dathomir. Ventress confronted Mother Talzin, telling her all that happened and how Savage betrayed her and that she has nothing. Talzin explained that Ventress still had her sisters and her strength. Talzin also mentioned it was time for Ventress to become a true Nightsister. Meanwhile, on Serenno, Count Dooku told General Grievous it was time to gain revenge on Mother Talzin and Ventress. Dooku ordered Grievous to destroy all, and Grievous readied the droids to prepare the invasion. On Dathomir, Ventress was ducked into water while the Nightsisters and Talzin used magic to kinship Ventress. Afterwards, Ventress became a true Nightsister. During this time, the Separatist fleet arrived. Grievous ordered his droids to prepare for their invasion.Back on Dathomir, Karis said it was honor to be Ventress's sister, but before anything could be done, Hyena Bombers bombed the camp. Ventress told the sisters to scatter, and Talzin told them the war had come to Dathomir. The first wave of droids engaged Ventress and the Nightsisters. Talzin, using magic to destroy the droids, told Ventress she would get reinforcements. In the meantime, Ventress would lead the assault. The Nightsisters kept their ground as Talzin met with with Old Daka. Old Daka used an old spell and activated the dead Nightsisters. The zombies attacked the droids, turning the tide. Seeing failure, Grievous ordered a Defoliator tank to wipe them out. The Defoliator succeeded in some parts, but Ventress and others were able to evade the blast. Ventress and the sisters were able to hijack an AAT and destroy the Defoliator tank. Grievous, seeing no means to send more reinforcements, went to confront Ventress. While the two dueled, Talzin used a model of Dooku and put it in a bowl full of green mist, causing agony and great pain for the Count on Serenno, who developed pimples on his head and aces. Before Grievous could be finished by Ventress, he ordered his droids to destroy the Nightsisters, and Ventress was able to escape Grievous as zombies attacked him. Ventress got injured and saw her friends such as Karis fall. Dooku commanded Grievous to kill Talzin before she killed him, and Grievous and the droids moved on from killing Ventress to destroying Talzin. The droids followed green mist coming from the temple, and a commando droid fired a rocket launcher, destroying the secret hiding place of Talzin and Daka. The droids attacked the Nightsisters while Grievous grabbed Daka and stabbed her, disabling the influence on the dead Nighsisters. The others looked around them, seeing they had lost the battle.
Before Grievous could finish off Talzin, she disappeared. Grievous knocked over the pot of green mist, initiating Dooku's relief from pain. Ventress, wandering in the forest, was greeted by Talzin, and Ventress was sadened as if this were all her fault. Talzin said they will rebuild and Ventress had a new future for herself.